UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

	☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended June 30, 2025
or
	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	For the transition period from		to
☒		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	Commission file number	001-40511
		For the fiscal year ended June 30, 2024

or

☐		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from		to

Commission file number	001-40511

MOVING IMAGE TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		85-1836381
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

17760 Newhope Street Fountain Valley, California		92708
Address of Principal Executive Offices		Zip Code

Delaware		85-1836381
State or Other Jurisdiction ofIncorporation or Organization		I.R.S. Employer Identification No.
17760 Newhope StreetFountain Valley, California		92708
Address of Principal Executive Offices		Zip Code

Registrant’s telephone number, including area code (714) 751‑7998

Registrant’s telephone number, including area code (714) 751-7998

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	MITQ	NYSE American

Securities registered pursuant to Section 12(g) of the Act:

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-‑2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-‑2 of the Act). Yes ☐ No ☒

As of December 2931, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter; the aggregate market value of the registrant’s common stock (based on its reported last sale price on the NYSE American on December 2931, ~~2023~~2024 of $0.~~945~~65) held by non–affiliates of the registrant was approximately $74.01 million.

As of September 26, ~~2024~~2025, there were 9,~~896~~939,~~850~~ 080 Shares of the registrant’s common stock, par value $0.00001 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosures	19
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Reserved	20
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 8.	Financial Statements and Supplementary Data	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	27
Item 9A.	Controls and Procedures	27
Item 9B.	Other Information	28
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	28
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	29
Item 11.	Executive Compensation	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	38
Item 14.	Principal Accounting Fees and Services	39
PART IV
Item 15.	Exhibits, Financial Statement Schedules	40
Item 16.	Form 10‑K Summary	40


		Page
PART I
Item 1.	Business	2
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	22
Item 2.	Properties	22
Item 3.	Legal Proceedings	23
Item 4.	Mine Safety Disclosures	23
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	Reserved	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 8.	Financial Statements and Supplementary Data	32
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32
Item 9A.	Controls and Procedures	33
Item 9B.	Other Information	34
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	34
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	35
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	44
Item 14.	Principal Accounting Fees and Services	45
PART IV
Item 15.	Exhibits, Financial Statement Schedules	46
Item 16.	Form 10-K Summary	46

Table of Contents

Unless the context otherwise requires, we use the terms “MiT”, “Company”, “we”, “us” and “our” in this Annual Report on Form 10-‑K (“Report”) refer to Moving iMage Technologies, Inc., a Delaware corporation, and its wholly-owned subsidiaries, Moving iMage Technologies LLC and MiT Acquisition Co, LLC dba Caddy Products.

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-‑K ("Annual Report") contains forward-looking statements that are based on our beliefs and assumptions and on information currently available to us. The forward-looking statements are contained principally in “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements include information concerning our possible or assumed future results of operations and expenses, business strategies and plans, competitive position, business environment, and potential growth opportunities. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would,” or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. Those risks include those described in “Risk Factors” and elsewhere in this Report. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this Report. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this Report. You should read this Annual Report on Form 10-‑K and the documents that we have filed as exhibits, completely and with the understanding that our actual future results may be materially different from what we expect.

Any forward-looking statement made by us in this Annual Report on Form 10-‑K speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward- looking statements, even if new information becomes available in the future. All forward-looking statements are expressly qualified in their entirety by the foregoing cautionary statements.

ITEM 1. BUSINESS

Corporate Overview

The Company was incorporated in June 2020 initially named MiT Acquisition Corporation, which was changed to Moving iMage Technologies, Inc. in September 2020. In connection with our initial public offering, in July 2021, the holders of Moving iMage Technologies, LLC exchanged their interests for shares of the Company resulting in Moving iMage Technologies, LLC to become the Company’s wholly owned subsidiary. Moving iMage Technologies, LLC, commenced operations in September 2003, and its wholly owned subsidiary, MiT Acquisition Co., LLC, acquired all of the assets of Caddy Products in July 2019.

The Company’s ~~Annual~~annual ~~Report~~reports on Form 10-‑K, quarterly reports on Form 10-‑Q and current reports on Form 8-‑K, and amendments thereto, are filed electronically with the Securities and Exchange Commission (“SEC”). The SEC maintains an internet site that contains these reports at: www.sec.gov. You can also access these reports through links from our website at: www.movingimagetech.com. The Company includes the website link solely as a textual reference. The information contained on our website is not incorporated by reference into this Annual Report. Copies of these reports are also available, without charge, by contacting Moving iMage Technologies, Inc. located at 17760 Newhope Street, Fountain Valley, CA 92708. Our telephone number is (714) 751-‑7998.

Table of Contents

Description of Business

We are a key provider of technology, products, and services to movie theater operators and sports and entertainment venues.

We provide a set of valuable services to movie theater operators and other critical screening and viewing rooms. These services include overall project management, which can encompass a wide range of design, integration, installation, and procurement services for new auditorium builds, refurbishments, or upgrades to existing facilities.

We design and manufacture a set of proprietary products that are sold either as part of our project management services or a la carte. Examples of these products include our ADA-compliant accessibility products and other products sold into our strategic markets of motion picture exhibition, entertainment, and sports venues as well as other non-strategic markets. We also resell third-party technologies, including but not limited to items such as screens, projectors, and servers.

We resell third-party products as part of our project management services or a la carte. These include technology products such as screens, projectors, servers, and FF&E (furniture, fixtures, and equipment).

Finally, we have a set of recently introduced products that we believe have the potential to be disruptive to the movie theater, entertainment and sports venue industries. For example, our operations enhancement and theater management solution include a software-as-a-service (SaaS) platform combined with other technologies that allow theater operators to improve their quality control. We have also developed a translator product and service that will enable moviegoers to watch a movie in any language that the film is available in, all in the same auditorium through a set of augmented reality glasses. Another example is a proprietary mobile cart we’ve developed to enable eSports and gaming in movie-theater auditoriums.

Industry and Revenue Drivers

Our Industry

Trends

In ~~2023~~2024, movie ~~releases~~release ~~increased~~revenues decreased slightly to $~~9 billion~~8. up 6 billion down from $~~7.4~~ 9 billion in ~~2022~~ 2023 due to ~~higher~~steady post- pandemic movie releases~~. The~~ ~~SAG/AFTRA~~as ~~strikes~~well ~~began~~as inthe ~~July~~end ~~2023~~of ~~and~~the ~~ended~~SAG/AFTRA strikes in November 2023. New movie production and related releases did not rebound until the summer of ~~2024~~2023.

Convenient and Affordable Form of Out-Of-Home Entertainment. Movie-going continues to be one of the most affordable forms of out-of-home entertainment, with an estimated average ticket price in the U.S. of $1011.7875 in ~~2023~~2024. Movie theaters continue to draw more people than all theme parks and major U.S. sports combined according to the Motion Picture Association of America.

Increased Importance and Growth of International Markets. According to ~~the~~Gower ~~Motion~~Street ~~Picture~~Analytics, ~~Association~~2025 Global ofbox ~~America,~~office ~~international~~revenues ~~markets~~were ~~continue~~about to$30 bebillion anin ~~increasingly~~2024. ~~important~~The ~~component~~U.S./Canada ofmarket ~~the~~contributed ~~overall~~approximately ~~box~~$8.8 ~~office~~billion. ~~revenues~~The ~~generated~~international bymarket ~~Hollywood~~accounted ~~films,~~for ~~accounting~~the ~~for~~remaining ~~approximately~~$21.2 42billion, or roughly 70% of ~~2023~~the ~~total~~ worldwide ~~box office revenues~~total.

Introduction of New Platforms and Product Offerings that Enhance the Movie-Going Experience. The motion picture exhibition industry continues to develop new movie theater platforms and concepts to respond to varying and changing consumer preferences. In addition to changing the overall style of, and amenities offered in, some theaters, concession product offerings have continued to expand beyond more than just traditional popcorn and candy items. Many locations now offer a full dining and entertainment experience that includes appetizers, entrees, desserts, alcohol beverages and/or healthier snack options for guests.

In addition, luxury seats are offered in many locations, further enhancing the movie viewing experience. New technologies like motion seats, immersive sound and virtual reality are also offered for in-theater enjoyment at some locations.

Table of Contents

New Theater Construction. According to the National Association of Theatre Owners, the number of U.S. movie screens declined from 39,000 in ~~2024~~2025 from 44,000 in ~~2023~~2024 due the lingering impacts of COVID and the SAG/AFTRA strikes. While the strikes ended in November 2023, movie production and related movie releases did not rebound until the summer of 2024.

Existing Theaters — Upgrades and Refurbishing. Upgrade and refurbishing opportunities consist of ~~three~~four segments:

Seating, equipment and operations upgrades. Movie theaters have a long history of offering amenities to lure people out of their homes and into the cinemas. Demand for our FF&E services and product offerings are driven in part by exhibitors investing in innovation. There is demand for our FF&E and product offerings for refurbishing and upgrading locations with recliner seats, immersive audio and operations enhancements.

Projection replacements and upgrades. According to the Motion Picture Association of America, at the end of ~~2023~~2024 there were 3940,000 cinema screens in the United States and ~~more than~~ approximately 203,000 elsewhere around the globe, and 96% of the world’s cinema screens are digitized; the conversion to digital cinema began in 2006. ~~According~~Laser toprojection ~~Film~~continues ~~Journal~~to ~~International,~~replace ~~(i)~~lamp-based ~~the~~systems ~~first~~across ~~machines~~global ~~into~~exhibition. ~~the~~Industry ~~market~~sources ~~were~~indicate ~~Series~~that 1as ~~projectors~~of ~~for Digital Light Processing (“DLP”) licensees~~2024, ~~(ii)~~roughly ~~some~~the ~~20,000~~low-teens ~~projectors~~percentage of ~~all~~cinema ~~brands~~screens worldwide were ~~installed~~laser-equipped, ~~before~~with ~~Series~~lamps 2representing ~~machines~~less ~~came~~than onone-fifth ~~the~~of ~~market~~new inprojector ~~mid-2010~~sales. ~~and~~Multiple ~~(iii)~~large ~~the~~circuits ~~assumption~~have ~~for~~announced aestate-wide ~~projector’s~~laser ~~life~~upgrades ~~span~~in isrecent 10 years. WeIn ~~estimate~~North ~~that approximately 1~~America,~~500~~ ~~Series~~major 1exhibitors ~~projectors~~have ~~will~~also ~~need~~committed ~~replacement~~significant ~~over~~multi-year ~~the~~capex ~~next~~programs ~~three~~that ~~years~~include aslaser ~~obsolescence~~projection ~~sets in and upgrades become the new normal to stay competitive~~deployments.

Laser projectors. These projectors are a significant upgrade over existing lamp-based digital projectors, offering a wider color gamut, which provides substantially more vivid colors, plus substantially brighter images. We believe that 3D movies have largely fallen out of favor in the U.S. largely because of dim images, but the higher brightness of lasers, especially RGB laser projectors, makes 3D images bright and alive, giving 3D movies a welcome boost, especially overseas where 3D remains very popular. While lasers are quite a bit more expensive, they last as much as 20 times longer than lamps, paying for themselves in lamp cost savings. By eliminating the lamp, there are significant power savings and less maintenance costs. Approximately 99% of the new projectors we sell have laser light sources.

Caddy Product. Live viewing of sports has recovered to pre-pandemic levels with stadiums and arenas selling out regularly. However, new builds, upgrades, and refurbishments of new stadiums and arenas have not recovered as quickly as the movie theater industry.

Products, Enterprise Software Solutions and Technical Services

Products

We offer a wide range of premium audio-video brands that compliment MiT in-house designed, manufactured and assembled products and sub-systems, and accessories which, when coupled with the cinema projectors, servers, and audio systems that include signal processing, amplifiers and loudspeaker systems to complete fully automated cinema experiences to cinema chains, studios, post production facilities and ultra-high-end home cinemas. MiT’s manufactured offerings include green energy LED-lighting for cinemas, performance and meeting spaces with MiT’s dimmer and power management products. Additionally, MiT unites the product offerings with best-in-class operational solutions, including enterprise software for equipment monitoring and control. We offer the cinematic exhibition industry a single source for design, procurement, integration, logistics, project management and installation single screens to multinational rollouts.

Projectors and Media Servers — MiT has distribution and Master Reseller agreements for the Americas with world class manufacturers Sharp-NEC, Barco, Dolby, GDC and Christie. We provide a complete range of DCI compliant cinema projectors and media servers to accommodate any screen size or application. The afore-mentioned brands are the largest manufacturers of high-end DCI compliant digital cinema projectors and media servers in the world. All manufacturers provide MiT with an accommodation to resell and distribute in defined projects in other areas of the world.

MiT in-house designed, manufactured and assembled sub-systems – MiT designs and manufactures automation, pedestal, projection pod (for booth less operations), and power management systems. These mission critical components tie projectors, media servers, lighting and sound systems together to ensure a robust cinematic experience.

Table of Contents

Audio Systems — MiT has distribution and Master Reseller agreements for the Americas with world class manufacturers of signal processing, amplification and loudspeakers by Dolby, QSC, Samsung (Harman, JBL, Crown), Trinnov, LEA Professional, Krixx and Meyer Sound. This wide-ranging selection allows MiT to offer premium sound systems to complete the immersive movie-going experience. We integrate these components along with our in-house energy efficient solutions to improve onsite installation time, reliability and operational performance.

“Green energy efficient” Products, Lighting Fixtures and Dimmers — We offer a series of in-house designed and assembled lighting products and dimmers designed to reduce energy consumption in cinemas, theaters, and performance venues. LED-based lighting has rapidly become an important aspect of MiT’s product line, offering advantages in efficiency and reduced maintenance, which translate into lower operating costs. We believe our green initiative Architectural LED Fixture (ALF) is the first LED-based 8” downlight luminaire and companion MiT’s M-Series lighting dimmers are specifically designed for commercial cinemas, screening rooms, postproduction facilities, museums, performance venues and meeting spaces. In addition to our LED and dimmer products, MiT offers a number of other “green” products designed for energy efficiency. We offer the DCE-10/20 Demand Controlled Ventilation system which automatically shuts down exhaust fans when not needed. This closed-loop controller is designed to efficiently control projector exhaust, on demand, by managing airflow to prevent the wasting of HVAC conditioned air. MiT’s IS-20 & IS-20d Power Managers power audio and video systems up and down on a controlled schedule, offering savings on wasteful energy consumption during system idle time. This suite of products supports MiT’s green initiatives with an emphasis on energy savings, reliability and value.

Enterprise and Operations Software Solutions

CineQC — Cinema ~~Presence~~Quality ~~Management & Remote~~ Control System. CineQC is MiT’s quality assurance and remote access software solution meant to enhance cinema operations. CineQC allows a check of movie presentations before or during features, making sure customers receive a premium movie-going experience. With CineQC, cinema operations staff can change auditorium conditions, such as lights, volume, masking, air conditioning temperatures, projection and audio settings, on a real-time basis. Not only does this reduce problem-resolving time, but also ensures the guest a better movie watching experience.Platform

CineQC ~~provides~~is ~~real-time~~MiT’s ~~and~~quality ~~after-action~~assurance ~~reporting,~~and ~~not~~remote ~~only~~access insoftware ~~the~~designed ~~auditoriums~~to ~~but~~support ~~also~~cinema ~~throughout~~operations. ~~the~~The ~~building,~~system ~~maintaining~~provides ~~high~~monitoring ~~standards of customer comfort~~ and ~~efficiency.~~control ~~CineQC~~functions ~~benefits~~that allow ~~(i) an~~operators ~~immediate response~~ to ~~solve~~oversee ~~minor~~and adjust auditorium ~~problems (volume~~conditions, such as lights, volume, masking, ~~audio and video channels as well as~~ air ~~condition temperature)~~conditioning, ~~(ii) tasks to be redistributed~~projection, ~~lowering operational costs~~ and ~~increasing~~audio ~~productivity~~settings. inThese ~~different~~functions ~~areas~~are ~~while~~available ~~improving~~in ~~presentation~~real ~~and supervision~~time, ~~(iii) staff~~enabling ~~the~~theaters ~~ability~~ to ~~turn~~identify ~~off~~and ~~the~~address ~~projector~~operational ~~lamp~~issues ifefficiently ~~no guests are in the auditorium, generating substantial savings on energy~~ and ~~lamp~~maintain ~~life,~~consistent ~~and~~service ~~(iv) a system for management to monitor, in real time, that staff is performing necessary checks on theater operations~~standards.

~~Technical~~In ~~Services~~addition, CineQC provides reporting functions for both real-time and after-action reviews, supporting management oversight of auditorium checks and overall facility performance. The system is intended to (i) assist in resolving routine auditorium issues (e.g., volume, lighting, or air conditioning adjustments), (ii) facilitate task redistribution to improve staff efficiency, (iii) enable cost-saving measures, such as reducing projector lamp usage when auditoriums are unoccupied, and (iv) provide management with visibility into whether operational checks are being completed.

~~Newly~~While ~~deployed~~CineQC ~~technology~~is ~~across~~part ~~the~~of ~~board~~our ~~requires~~ongoing upefforts to ~~date~~maintain ~~specification,~~operational ~~training,~~quality ~~service~~and efficiency in cinema environments, ~~and~~we ~~consulting~~view it as a platform that positions us to ~~maintain~~respond ~~mission~~as ~~critical~~the ~~equipment~~exhibition industry evolves. We ~~offer~~are amonitoring ~~suite~~market ofadoption ~~pre~~trends and ~~post~~operational ~~deployment~~changes ~~services~~across ~~from~~the ~~on-site~~sector ~~repair~~ and ~~warranty~~believe ~~service~~CineQC provides the flexibility to ~~proactive~~align ~~remote~~with ~~monitoring~~these developments. The pace and scale of ~~networked~~any ~~equipment~~broader deployment will depend on customer acceptance and industry dynamics, which remain subject to change.

~~Project~~Technical Management, System Design and FF&E — We offer a wide range of technical, design and consulting services such as custom engineering, audio visual integration, systems design, and installation, as well as software solutions. To compliment the aforementioned services MiT provides turnkey Project Management & Furniture Fixture & Equipment (FF&E) services to commercial cinema exhibitors for new construction and remodels, including design, consulting, and procurement of seats, screen systems, lighting, acoustical treatments, screens, projection and sound equipment for upgrades and new professional cinema, screening room, postproduction facilities and ultra-high-end cinema builds. Services

~~Our~~Newly ~~Project~~deployed ~~Management~~technology ~~includes~~across ~~consulting~~the ~~with~~board ~~architects~~requires ~~through~~up ~~final~~to ~~fixturing~~date ~~and~~specification, ~~calibration.~~training, ~~Our~~service, ~~staff of mechanical~~ and ~~electrical~~consulting ~~engineers~~to ~~work~~maintain ~~closely~~mission ~~with~~critical ~~end~~equipment. ~~users~~We asoffer ~~well~~a assuite ~~OEM~~of ~~manufacturers~~pre and ~~can~~post ~~participate~~deployment inservices ~~every phase of the process~~ from ~~conceptual design and development to production~~ on ~~most any scale. MiT personnel have designed, specified and installed thousands of commercial cinemas, postproduction, screening and high~~-~~end~~site ~~residential~~repair ~~rooms~~ and ~~have~~warranty ~~been~~service ~~involved~~to inproactive ~~the~~remote ~~digital~~monitoring ~~cinema conversion rollouts~~ of ~~clients~~networked ~~such as AMC, Cinemark, Cinepolis, Cinemex, Reading, Metropolitan, Hollywood, Regal, Syufy, Harkins, and other smaller circuits~~equipment.

5Project Management, System Design and FF&E — We offer a wide range of technical, design and consulting services such as custom engineering, audio visual integration, systems design, and installation, as well as software solutions. To compliment the aforementioned services MiT provides turnkey Project Management & Furniture Fixture & Equipment (FF&E) services to commercial cinema exhibitors for new construction and remodels, including design, consulting, and procurement of seats, screen systems, lighting, acoustical treatments, screens, projection and sound equipment for upgrades and new professional cinema, screening room, postproduction facilities and ultra-high-end cinema builds.

~~Table~~Our Project Management includes consulting with architects through final fixturing and calibration. Our staff of ~~Contents~~mechanical and electrical engineers work closely with end users as well as OEM manufacturers and can participate in every phase of the process from conceptual design and development to production on most any scale. MiT personnel have designed, specified and installed thousands of commercial cinemas, postproduction, screening and high-end residential rooms and have been involved in the digital cinema conversion rollouts of clients such as AMC, Cinemark, Cinepolis, Cinemex, Reading, Metropolitan, Hollywood, Regal, Syufy, Harkins, and other smaller circuits.

~~New Business Initiatives~~ 5

We Table ~~continue to explore new lines~~ of ~~business complementary with our core business, focusing on entertainment technologies and related products and services.~~Contents

~~MiTranslator — beginning~~New inBusiness 2016, the Americans with Disabilities Act (ADA) required theaters to have provisions for seeing- and hearing-impaired patrons. In 2022, we acquired the ADA compliance product line from USL, giving MiT ownership of the leading product for theater ADA compliance. However, in partnership with Hana Media and Epson America, we recently productized and began marketing a new system targeting a much larger audience that is not proficient in English. The MiTranslator, which combines full ADA compliance with a multi-language capability, is a unique offering accessible through a mobile application on a user’s mobile device or through AR (Augmented Reality) glasses to allow any language captioning to be displayed on the glasses, permitting non-native English-speaking patrons the ability to enjoy the cinematic experience more fully. This system also allows cinemas to reach out to what we believe is an underserved audience base in their communities. Sign language will also be supported through the same system.Initiatives

We ~~Direct~~continue ~~View~~to ~~LED~~explore ~~screens.~~new ~~MiT~~lines isof ~~the~~business ~~only~~complementary ~~company~~with ~~that~~our ~~has~~core ~~installed and commissioned the three leading DCI Directview LED cinema systems (“Samsung ONYX Cinema”~~business, ~~“LG~~focusing ~~DVLED~~on ~~Cinema”~~entertainment &technologies ~~“SONY Crystal LED”). Additionally, MiT utilizing our in-house design fabrication~~ and ~~manufacturing~~related ~~has~~products ~~designed~~ and ~~installed custom DirectView LED Screen frames for two of those installations~~services.

WeMiTranslator ~~believe~~— ~~that~~Beginning ~~Direct~~in ~~View~~2016, ~~LED is disruptive to~~ the ~~current~~Americans ~~front~~with ~~projection~~Disabilities ~~paradigm~~Act ~~and~~(ADA) ~~offers~~required ~~several~~theaters ~~benefits~~ to ~~exhibitors~~have ~~and~~provisions ~~filmmakers which we believe will drive demand~~ for ~~these~~seeing- ~~systems~~and inhearing-impaired ~~the years to come~~patrons. ~~While~~In ~~LED~~2022, ~~displays~~we ~~have~~acquired ~~been around for years (e.g.,~~ the ~~giant~~ADA ~~displays~~compliance inproduct ~~virtually~~line ~~every~~from ~~sports arena)~~QSC, ~~the~~giving ~~constant~~MiT ~~miniaturization~~ownership of ~~this~~the ~~technology~~leading ~~has~~and ~~now made cinema exhibitions possible. Direct View LED screens utilize a technology that is an alternative~~ easiest-to ~~the century~~-~~old~~operate ~~streaming~~products offor ~~projector~~theater ~~light~~ADA ~~thrown onto screens; the LED screen is more akin to a giant television screen, and its use renders the projection booth unnecessary~~compliance. ~~These~~Since ~~emissive~~that ~~displays can deliver dramatically improved contrast for a dynamic image range substantially in excess of projection capabilities. Also~~acquisition, ~~LED is ideal for displaying High Dynamic Range (HDR) which~~ we ~~believe~~have iscontinued ~~the main video aesthetic enhancement used~~ to ~~boost~~see ~~audience~~steady ~~experience~~growth in ~~cinemas. Since the LED consumes no power when they are switched off to ‘illuminate’ black,~~ this ~~saves~~category ~~electricity~~as ~~versus~~exhibitors ~~the~~adopt ~~always-on~~our ~~energy~~solutions offor ~~laser projection or xenon lamps~~accessibility. ~~LED panels can also last up to 100,000 hours or 15 years, whereas projectors have a lifespan of barely half that.~~

~~Strategic~~In ~~acquisitions~~parallel, ofwe ~~complementary~~are ~~products~~actively gauging market demand between two important factors: (i) affordable ADA-compliant solutions that meet theaters’ baseline compliance requirements, and ~~technologies~~(ii) enhanced systems that expand access through multi-language capabilities. In partnership with Hana Media, we continue to productize and market the MiTranslator system, combining ADA compliance with multi-language functionality. While U.S. cinemas remain obligated under ADA regulations to provide accessibility devices, we recognize that many cinemas and patrons increasingly prefer the convenience of using their own personal devices. MiTranslator’s development path is to address both needs by offering a mobile application for a user’s personal device, while also supporting AR (Augmented Reality) glasses when required. This flexibility enables captions in any language to be displayed through either option, allowing non-native English-speaking patrons as well as those requiring accessibility features to enjoy the cinematic experience more fully. Sign language support will also be supported within the same platform.

~~Our~~We ~~first~~believe ~~acquisition~~this ~~was~~product ~~the~~category ~~acquisition~~positions ofMiT ~~Caddy~~to ~~Products~~serve ~~LLC~~both ~~(“Caddy”)~~the ~~which~~immediate ~~closed~~compliance ~~effective~~needs ~~January 1,~~of ~~2019.~~cinemas ~~Their markets include cinema, sports, grocery, performing arts, worship~~ and ~~retail~~the ~~industries.~~broader ~~Products~~objective ~~include~~of ~~patented~~expanding ~~cup~~access ~~holders~~to ~~and~~underserved ~~trays built into luxury cinema seats~~audiences, ~~cinema~~supporting ~~step~~both ~~and~~exhibitors ~~aisle lighting, cups, trays,~~ and ~~advertising~~patrons ~~displays~~as ~~used~~the inmarket ~~large sports arenas~~evolves. ~~Caddy products are protected by 21 active and 6 pending patents.~~

WeDirect ~~will~~View ~~continue~~LED toscreens. ~~evaluate~~MiT ~~our~~is ~~targeted~~the ~~acquisition~~only ~~strategy~~company ~~based~~that onhas ~~several~~installed ~~factors,~~and ~~including~~commissioned ~~profitability,~~the ~~enhancement~~three ofleading ~~the~~DCI ~~overall~~Directview ~~customer~~LED ~~experience,~~cinema ~~pricing~~systems ~~models~~(“Samsung ONYX Cinema”, ~~throughput~~“LG DVLED Cinema” & “SONY Crystal LED”). Additionally, ~~types~~MiT ofutilizing ~~content~~our ~~featured~~in-house design fabrication and ~~differences~~manufacturing inhas ~~geographic~~designed ~~areas~~and installed custom DirectView LED Screen frames for two of those installations.

~~Sales~~We believe that Direct View LED is disruptive to the current front projection paradigm and ~~Marketing~~offers several benefits to exhibitors and filmmakers which we believe will drive demand for these systems in the years to come. While LED displays have been around for years (e.g., the giant displays in virtually every sports arena), the constant miniaturization of this technology has now made cinema exhibitions possible. Direct View LED screens utilize a technology that is an alternative to the century-old streaming of projector light thrown onto screens; the LED screen is more akin to a giant television screen, and its use renders the projection booth and mezzanine unnecessary reducing construction costs. These emissive displays can deliver dramatically improved contrast for a dynamic image range substantially in excess of projection capabilities. Also, LED is ideal for displaying High Dynamic Range (HDR) which we believe is the main video aesthetic enhancement used to boost audience experience in cinemas. Since the LED consumes no power when they are switched off to ‘illuminate’ black, this saves electricity versus the always-on energy of laser projection or xenon lamps. LED panels can also last up to 100,000 hours or 15 years, whereas projectors have a lifespan of barely half that.

We ~~market~~will ~~and~~continue ~~sell directly~~ to ~~theater~~evaluate ~~exhibitors,~~our ~~and~~targeted ~~through~~acquisition ~~certain~~strategy ~~domestic~~based ~~and~~on ~~international~~several ~~value-added~~factors, ~~resellers.~~including Weprofitability, ~~have~~enhancement ~~developed ongoing customer relationships with a large portion~~ of the ~~theater~~overall owners in the United States and a number of the major theater owners internationally. Our sales and marketing staff principally develop business by maintaining regular personal contact with our established customer ~~relationships~~experience, ~~including~~pricing ~~conducting~~models, ~~site visits. In our sales and marketing efforts~~throughput, wetypes ~~emphasize our value proposition~~ of ~~providing~~content ~~the~~featured ~~broadest range of products~~ and ~~services~~differences ~~delivered by our experienced technical service teams, which provides a significant resource to our clients~~ in ~~managing~~geographic ~~the complexities of digital technology in the cinema exhibition industry~~areas. ~~Our sales and marketing professionals have extensive experience with our product and service offerings and have long-term relationships throughout the industry.~~

6Sales and Marketing

~~Table~~We market and sell directly to theater exhibitors, and through certain domestic and international value-added resellers. We have developed ongoing customer relationships with a large portion of ~~Contents~~the theater owners in the United States and a number of the major theater owners internationally. Our sales and marketing staff principally develop business by maintaining regular personal contact with our established customer relationships, including conducting site visits. In our sales and marketing efforts, we emphasize our value proposition of providing the broadest range of products and services delivered by our experienced technical service teams, which provides a significant resource to our clients in managing the complexities of digital technology in the cinema exhibition industry. Our sales and marketing professionals have extensive experience with our product and service offerings and have long-term relationships throughout the industry.

Our top ten customers accounted for approximately 45% and 37% of net revenues for the years ended June 30, 2024 and 2023, respectively. Trade accounts receivable from these customers represented approximately 62% and 19% of net receivables at June 30, 2024 and 2023, respectively. No customer accounted for more than 10% of the Company’s revenue for the years ended June 30, 2024 and 2023. While we believe our relationships with such customers are stable, most arrangements are made by purchase order and are terminable at will by either party. We could also be adversely affected by such factors as changes in foreign currency rates and weak economic and political conditions in each of the countries in which we sell our products. 6

~~Manufacturing~~ Table ~~and~~of ~~Assembly~~Contents

~~MiT~~Our ~~has~~top 28ten customers accounted for approximately 44% and 45% of net revenues for the years ended June 30,~~000~~ ~~square~~2025 ~~feet~~and 2024, respectively. Trade accounts receivable from these customers represented approximately 41% and 62% of ~~office~~net receivables at June 30, ~~warehouse~~2025 and ~~in-house~~2024, ~~manufacturing/assembly~~respectively. ~~space~~No incustomer ~~Southern~~accounted ~~California~~for more than 10% of the Company’s revenue for the years ended June 30, ~~which~~2025 isand ~~home~~2024. toWhile we believe our ~~corporate~~relationships ~~offices,~~with ~~engineering,~~such ~~distribution~~customers are stable, ~~integration~~most asarrangements ~~well~~are asmade ~~service~~by purchase order and ~~support~~are ~~divisions~~terminable at will by either party. AWe ~~global~~could ~~network~~also ofbe ~~service~~adversely ~~partners~~affected by such factors as changes in foreign currency rates and ~~OEM~~weak ~~manufacturers~~economic ~~augments~~and ~~our~~political ~~primary~~conditions ~~location~~in each of the countries in which we sell our products.

Manufacturing ~~We develop, manufacture, design~~ and assemble the key elements of the theatrical systems we offer. Proprietary components are either manufactured in house or provided under original equipment manufacturers agreements with outside vendors. These proprietary parts include custom pedestals, enclosures, racks and specialized lighting and control equipment. Fabrication of most other parts and sub-assemblies is subcontracted to a group of third-party suppliers. We believe our significant suppliers will continue to supply quality products in quantities sufficient to satisfy our needs. We inspect all parts and sub-assemblies, complete the final assembly and then subject the system to comprehensive testing individually prior to shipment.Assembly

WeThe ~~believe~~Company ~~that~~has ~~our~~21,000 ~~quality~~square ~~control~~feet ~~procedures~~of ~~and~~office, ~~the~~warehouse ~~quality~~and ~~standards~~in-house ~~for~~manufacturing/assembly ~~the~~space ~~products~~in weSouthern ~~distribute~~California, orwhich ~~service~~is ~~have~~home ~~contributed significantly~~ to our ~~reputation~~corporate ~~for~~offices, ~~high~~engineering, ~~performance~~distribution, ~~and~~integration ~~reliability. The inspection of incoming materials and components~~ as well as ~~the~~service ~~testing~~and ofsupport ~~all~~divisions. ofA ~~our~~global ~~products~~network ~~during various stages~~ of ~~the~~service ~~sales~~partners and ~~service~~OEM ~~cycle~~manufacturers ~~are~~augments ~~key~~our ~~elements~~primary ~~of this program~~location.

~~Trademarks~~We develop, manufacture, design and assemble the key elements of the theatrical systems we offer. Proprietary components are either manufactured in house or provided under original equipment manufacturers agreements with outside vendors. These proprietary parts include custom pedestals, enclosures, racks and specialized lighting and control equipment. Fabrication of most other parts and sub-assemblies is subcontracted to a group of third-party suppliers. We believe our significant suppliers will continue to supply quality products in quantities sufficient to satisfy our needs. We inspect all parts and sub-assemblies, complete the final assembly and then subject the system to comprehensive testing individually prior to shipment.

We ~~own~~believe orthat ~~otherwise~~our ~~have~~quality ~~rights~~control toprocedures ~~various~~and ~~trademarks~~the ~~and~~quality ~~trade~~standards ~~names~~for ~~used~~the inproducts ~~conjunction~~we ~~with~~distribute, ~~the~~or ~~sale~~service ofhave contributed significantly to our ~~products~~reputation for high performance and reliability. WeThe ~~believe~~inspection ~~our~~of ~~success~~incoming ~~will~~materials ~~not~~and becomponents ~~dependent~~as ~~upon~~well ~~trademark~~as ~~protection,~~the ~~but~~testing ~~rather~~of ~~upon~~all of our ~~engineering~~products ~~capabilities~~during ~~and~~various ~~research~~stages of the sales and ~~production~~service ~~techniques~~cycle are key elements of this program.

~~Backlog~~Trademarks

~~Our~~We ~~sales~~own ~~backlog~~or atotherwise ~~June~~have ~~30,~~rights ~~2024~~to ~~was~~various ~~approximately~~trademarks ~~$5.93~~and ~~million,~~trade ~~which~~names ~~represents~~used ~~orders~~in ~~currently~~conjunction ~~planned~~with ~~for~~the ~~March~~sale ~~31,~~of ~~2025~~our ~~shipment~~products. ~~Backlog~~We atbelieve ~~June~~our ~~30,~~success ~~2023~~will ~~was~~not ~~$12.02~~be ~~million.~~dependent ~~All~~upon ~~open~~trademark ~~orders at June 30~~protection, ~~2023~~but ~~were~~rather ~~fulfilled~~upon inour ~~the~~engineering ~~year~~capabilities ~~ended~~and ~~June~~research ~~30,~~and ~~2024.~~production techniques.

Sales backlog typically represents the fixed contracted revenue undersigned theater system installation or upgrade agreements that we believe will be recognized as revenue upon installation/upgrade and acceptance of the associated theater. The dollar value fluctuates depending on the number of new and upgraded theater system arrangements signed from year to year, which adds to backlog and the installation and acceptance of theater systems and the settlement of contracts, both of which reduce backlog. Sales backlog includes initial fees along with the estimated value of contractual ongoing fees due over the term; however, it excludes amounts allocated to maintenance and extended warranty revenues as well as fees (contingent fees) in excess of contractual ongoing fees that may be received in the future. We believe that the contractual obligations for theater system installations that are listed in the sales backlog are valid and binding commitments.Backlog

~~From~~Our ~~time~~sales tobacklog ~~time,~~at inJune ~~the~~30, ~~normal~~2025 ~~course~~was ofapproximately ~~its~~$7.52 ~~business~~million, wewhich ~~will~~represents ~~have~~orders ~~customers~~currently ~~who~~planned ~~are unable to proceed with a theater system installation or upgrade~~ for aApril ~~variety of reasons~~30, ~~including~~2026 ~~the~~shipment. ~~inability~~Backlog toat ~~obtain~~June ~~certain consents~~30, ~~approvals~~2024 was or$5.93 ~~financing~~million. ~~Once~~All ~~the~~open ~~determination~~orders isat ~~made~~June ~~that the customer will not proceed with installation or upgrade~~30, ~~the~~2024 ~~agreement~~were ~~with~~fulfilled ~~the~~in ~~customer is terminated or amended. If~~ the ~~agreement~~year isended ~~terminated,~~June ~~once MiT and the customer are released from all their future obligations under the agreement~~30, ~~all or a portion of the initial fees that the customer previously made to us are recognized as revenue~~2025.

7Sales backlog typically represents the fixed contracted revenue undersigned theater system installation or upgrade agreements that we believe will be recognized as revenue upon installation/upgrade and acceptance of the associated theater. The dollar value fluctuates depending on the number of new and upgraded theater system arrangements signed from year to year, which adds to backlog and the installation and acceptance of theater systems and the settlement of contracts, both of which reduce backlog. Sales backlog includes initial fees along with the estimated value of contractual ongoing fees due over the term; however, it excludes amounts allocated to maintenance and extended warranty revenues as well as fees (contingent fees) in excess of contractual ongoing fees that may be received in the future. We believe that the contractual obligations for theater system installations that are listed in the sales backlog are valid and binding commitments.

~~Table~~From time to time, in the normal course of ~~Contents~~its business, we will have customers who are unable to proceed with a theater system installation or upgrade for a variety of reasons, including the inability to obtain certain consents, approvals or financing. Once the determination is made that the customer will not proceed with installation or upgrade, the agreement with the customer is terminated or amended. If the agreement is terminated, once the Company and the customer are released from all their future obligations under the agreement, all or a portion of the initial fees that the customer previously made to us are recognized as revenue.

~~Competition~~ 7

~~The~~ Table ~~markets~~of for our products are highly competitive. The primary competitive factors are price, product quality, features and customer support. We compete with a few large, and many small, cinema equipment dealers.Contents

~~Regulation~~Competition

WeThe ~~are~~markets ~~subject~~for ~~to complex laws, rules and regulations affecting~~ our ~~domestic~~products ~~and~~are ~~international~~highly operations relating to, for example, environmental, safety and health requirements; exports and imports; bribery and corruption; tax; data privacy; labor and employment; competition; and intellectual property ownership and infringementcompetitive. ~~Compliance~~The ~~with~~primary ~~these~~competitive ~~laws,~~factors ~~rules and~~are ~~regulations may be onerous and expensive~~price, ~~and~~product ~~if we fail to comply or if we become subject to enforcement activity~~quality, ~~our~~features ~~ability to manufacture our products~~ and ~~operate~~customer ~~our~~support. ~~business~~We ~~could~~compete bewith ~~restricted~~a ~~and~~few ~~we could be subject to fines~~large, ~~penalties or other legal liability. Furthermore, should these laws, rules~~ and ~~regulations~~many ~~be amended or expanded~~small, orcinema ~~new~~equipment ~~ones enacted, we could incur materially greater compliance costs or restrictions on our ability to manufacture our products and operate our business~~dealers.

Some of these complex laws, rules and regulations — for example, those related to environmental, safety and health requirements — may particularly affect us in the jurisdictions in which we manufacture products, especially if such laws and regulations require the use of abatement equipment beyond what we currently employ, require the addition or elimination of a material or process to or from our current manufacturing processes, or impose costs, fees or reporting requirements on the direct or indirect use of energy, or of materials or gases used or emitted into the environment, in connection with the manufacture of our products. There can be no assurance that in all instances a substitute for a prohibited raw material or process would be available or be available at reasonable cost.Regulation

~~Employees~~We are subject to complex laws, rules and regulations affecting our domestic and international operations relating to, for example, environmental, safety and health requirements; exports and imports; bribery and corruption; tax; data privacy; labor and employment; competition; and intellectual property ownership and infringement. Compliance with these laws, rules and regulations may be onerous and expensive, and if we fail to comply or if we become subject to enforcement activity, our ability to manufacture our products and operate our business could be restricted and we could be subject to fines, penalties or other legal liability. Furthermore, should these laws, rules and regulations be amended or expanded, or new ones enacted, we could incur materially greater compliance costs or restrictions on our ability to manufacture our products and operate our business.

WeSome ~~employed~~of 32these ~~full-time~~complex ~~personnel~~laws, asrules and regulations — for example, those related to environmental, safety and health requirements — may particularly affect us in the jurisdictions in which we manufacture products, especially if such laws and regulations require the use of ~~June~~abatement 30equipment beyond what we currently employ, ~~2024.~~require Wethe ~~are~~addition ~~not~~or elimination of a ~~party~~material or process to ~~any~~or ~~collective~~from ~~bargaining~~our ~~agreement~~current manufacturing processes, or impose costs, fees or reporting requirements on the direct or indirect use of energy, or of materials or gases used or emitted into the environment, in connection with the manufacture of our products. There can be no assurance that in all instances a substitute for a prohibited raw material or process would be available or be available at reasonable cost.

~~ITEM 1A.RISK FACTORS~~Employees

~~Investing~~We inemployed ~~our~~25 full-time ~~Common~~equivalent ~~Stock~~personnel ~~involves~~as ~~a high degree~~ of ~~risk.~~June ~~Investors should carefully consider the risks described below~~30, ~~together with all of the other information included or referred to in this Report, before purchasing shares of our Common Stock~~2025. ~~The~~We ~~risks set out below~~ are not ~~the~~a ~~only~~party ~~risks we face. Additional risks and uncertainties not presently known~~ to ~~us or not presently deemed material by us might also impair our operations and performance. If~~ any ofcollective ~~these~~bargaining ~~risks actually occurs, our business, financial condition or results of operations may be materially adversely affected~~agreement. ~~In such a case, the trading price of our Common Stock could decline and investors in our Common Stock could lose all or part of their investment.~~

~~Risks~~ITEM 1A. RISK ~~Related to Our Business~~FACTORS

Investing in our Common Stock involves a high degree of risk. Investors should carefully consider the risks described below, together with all of the other information included or referred to in this Report, before purchasing shares of our Common Stock. The ~~COVID-19~~risks ~~pandemic~~set out below are not the only risks we face. Additional risks and ~~ensuing~~uncertainties ~~governmental~~not ~~responses~~presently ~~have~~known ~~negatively~~to ~~impacted,~~us or not presently deemed material by us might also impair our operations and ~~could~~performance. ~~further~~If ~~materially~~any ~~adversely~~of ~~affect~~these risks actually occurs, our business, financial condition, or results of operations may be materially adversely affected. In such a case, the trading price of our Common Stock could decline and ~~cash~~investors ~~flows~~in our Common Stock could lose all or part of their investment.

~~The~~Risks ~~COVID-19~~Related pandemic had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to ~~control~~Our the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact to our customers, specifically those in the entertainment and cinema industries. Business

~~Starting~~General ~~in 2020 and going into 2022 the theatres reopened as soon as local restrictions and the status of the COVID-19 pandemic would allow. As of June 30~~political, ~~2024,~~social ~~a large majority of domestic~~ and ~~international~~economic ~~theatres~~conditions ~~were~~can ~~open.~~adversely ~~The~~affect ~~industry’s~~our recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factorsbusiness.

8Demand for our products and services depends to a significant degree on spending in our markets. Commercial movie exhibitors generate revenues from consumer attendance at their theaters, which depends on the willingness of consumers to visit movie theaters and spend discretionary income at movie theaters. In the event of declining box-office and concession revenues, whether as a result of an economic downturn or political or other economic event, commercial exhibitors may be less willing to invest capital in building or refurbishing theaters. Worsening economic and market conditions, downside shocks, economic inflation or a return to recessionary economic conditions could serve to reduce demand for our products and services and adversely affect our operating results. However, the cinema industry has historically shown incredible resilience in such economic downturns, as it remains a regional and affordable out of home experience. These economic conditions may also impact the financial condition of one or more of our key suppliers, which could affect our ability to secure products to meet our customers’ demands. In addition, a downturn in the cinema market could impact the valuation and collectability of certain receivables held by us. We could also be adversely affected by such factors as changes in foreign currency rates and weak economic and political conditions in each of the countries in which we sell our products.

~~Table~~Interruptions of, ~~Contents~~or higher prices of, products and services from our suppliers may affect our results of operations and financial performance.

~~Based~~A onsignificant portion of our ~~current~~revenue ~~estimates~~is generated from the distribution to the theater exhibition industry of ~~recovery~~digital cinema equipment and services manufactured or developed by third party OEMs or software developers. These OEMs include companies such as NEC, weBarco, ~~believe~~Christie, weQSC, ~~have~~JBL, Dolby and ~~will~~Samsung. ~~generate,~~If ~~sufficient~~we ~~cash~~fail to ~~sustain~~maintain ~~operations.~~satisfactory ~~Nonetheless~~relationships with these entities, ~~the~~or ~~COVID-19~~if ~~pandemic~~these ~~has~~entities ~~had~~experience significant financial difficulties, we could experience difficulty in obtaining needed goods and ~~continues~~services towhich would have, an adverse ~~effects~~effect on ~~the~~our ~~Company’s~~ business,. ~~results~~Even if we are able to secure alternative arrangements with OEMs or software developers of ~~operations~~similar products, ~~cash~~products ~~flows~~or ~~and~~software ~~financial~~services ~~condition~~sourced from alternative sources may not be as functional or desirable to potential customers which could cause such customers to meet their digital cinema needs elsewhere.

~~General~~With ~~political~~respect to those other products and components which we offer but do not manufacture in-house, ~~social~~the loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of our key supplier agreements, could adversely impact our financial condition, operating results and ~~economic~~cash flows. In addition, supply interruptions have in the past arisen and could arise in the future from effects of shortages of raw materials, labor disputes or weather conditions ~~can~~affecting ~~adversely~~products ~~affect~~or shipments, transportation disruptions, adjustments to our ~~business~~inventory levels or other factors within and beyond our control.

~~Demand~~Short- ~~for our products~~ and ~~services~~long-term ~~depends~~disruptions toin aour ~~significant~~supply ~~degree~~chain onwould ~~spending~~result in ~~our~~a ~~markets.~~need ~~Commercial~~to ~~movie~~maintain ~~exhibitors~~higher ~~generate~~inventory ~~revenues~~levels ~~from~~as ~~consumer~~we ~~attendance~~replace atsimilar ~~their theaters~~product, ~~which~~a ~~depends~~higher oncost ~~the willingness~~ of ~~consumers~~product toand ~~visit~~ultimately ~~movie~~a ~~theaters~~decrease ~~and~~in ~~spend~~our ~~discretionary~~net ~~income~~sales atand ~~movie theaters~~profitability. InA disruption in the ~~event~~timely availability of ~~declining~~our ~~box-office~~products ~~and~~by ~~concession~~our ~~revenues,~~key ~~whether~~suppliers aswould a result ofin ana ~~economic~~decrease ~~downturn~~in orour ~~political~~revenues orand ~~other~~profitability. ~~economic~~Although ~~event,~~in ~~commercial~~many ~~exhibitors~~instances ~~may~~we behave ~~less~~agreements ~~willing~~with toour ~~invest~~suppliers, ~~capital~~these inagreements ~~building~~are orgenerally ~~refurbishing~~terminable ~~theaters.~~by ~~Worsening~~either ~~economic~~party ~~and~~on ~~market~~limited ~~conditions,~~notice. ~~downside~~Failure ~~shocks,~~by ~~economic~~our ~~inflation~~suppliers orto acontinue ~~return~~ to ~~recessionary~~supply ~~economic~~us ~~conditions~~with ~~could~~products ~~serve~~on tocommercially ~~reduce~~reasonable ~~demand~~terms, ~~for~~or ~~our~~at ~~products~~all, ~~and~~would ~~services~~put ~~and~~pressure ~~adversely~~on ~~affect~~ our operating ~~results.~~margins ~~However,~~and ~~the~~have ~~cinema~~a ~~industry~~material ~~has~~adverse ~~historically~~effect ~~shown~~on ~~incredible~~our ~~resilience~~financial ~~in such economic downturns~~condition, asoperating itresults ~~remains a regional~~ and ~~affordable~~cash ~~out of home experience~~flows. ~~These~~Short-term ~~economic~~changes ~~conditions~~in ~~may~~the ~~also~~cost ~~impact~~of ~~the~~these ~~financial~~materials, ~~condition~~some of ~~one~~which orare ~~more~~subject ofto ~~our~~significant ~~key suppliers~~fluctuations, ~~which~~are ~~could~~sometimes, ~~affect~~but ~~our~~not ~~ability~~always topassed ~~secure~~on ~~products~~ to ~~meet~~ our customers~~’ demands~~. InOur ~~addition,~~inability ato ~~downturn~~pass inon ~~the~~material ~~cinema~~price ~~market~~increases ~~could~~to ~~impact~~our ~~the~~customers ~~valuation and collectability of certain receivables held by us. We~~ could ~~also be~~ adversely ~~affected~~impact byour ~~such~~financial ~~factors~~condition, asoperating ~~changes~~results ~~in foreign currency rates~~ and ~~weak~~cash ~~economic and political conditions in each of the countries in which we sell our products~~flows.

~~Interruptions~~If ~~of,~~we orare ~~higher~~unable ~~prices~~to ~~of,~~timely introduce new products and services ~~from~~or ~~our~~enhance ~~suppliers~~existing ~~may~~products ~~affect~~and services, our ~~results~~business ofmay ~~operations~~be ~~and~~adversely ~~financial performance~~affected.

ANew ~~significant~~technological ~~portion~~innovations ofcontinue to impact our ~~revenue~~industry. isOur ~~generated~~success ~~from~~depends ~~the~~in ~~distribution~~part on our ability to ~~the~~anticipate ~~theater~~and ~~exhibition~~satisfy consumer preferences in a timely manner. As we operate in a dynamic environment characterized by rapidly changing technologies and industry ofand ~~digital~~legal ~~cinema~~standards, ~~equipment~~our products and services ~~manufactured~~are orsubject ~~developed~~to bychanging ~~third~~consumer ~~party~~preferences ~~OEMs~~that orcannot ~~software~~be ~~developers~~predicted with certainty. ~~These~~We ~~OEMs~~must ~~include~~continually ~~companies~~introduce ~~such~~new asproducts ~~NEC,~~and ~~Barco~~services, ~~Christie,~~identify ~~QSC,~~future ~~JBL,~~products ~~Dolby~~and product lines that complement existing products and ~~Samsung.~~product Iflines weand ~~fail~~that respond to our customers’ needs and improve and enhance our existing products and services to maintain ~~satisfactory~~or ~~relationships~~increase our sales. We may not be able to compete effectively unless our product selection keeps up with ~~these~~trends ~~entities~~in the markets in which we compete or trends in new products. In addition, our ability to integrate new products and product lines into our distribution network could impact our ability to compete. The success of new or ifenhanced ~~these~~products ~~entities~~and ~~experience~~services ~~significant~~may ~~financial~~depend ~~difficulties~~on a number of factors including, weanticipating ~~could~~and ~~experience~~effectively ~~difficulty~~addressing inconsumer ~~obtaining~~preferences ~~needed~~and ~~goods~~demand, the success of our sales and marketing efforts, timely and successful research and development, effective forecasting and management of product demand, purchase commitments, and inventory levels, effective management of manufacturing and supply costs, and the quality of or defects in our products. Problems in the design or quality of our products or services ~~which~~may ~~would~~also have an adverse effect on our brand, business, financial condition, and operating results. ~~Even~~It ifis wealso ~~are~~possible ~~able~~that tocompetitors ~~secure~~could ~~alternative~~introduce ~~arrangements~~new ~~with~~products ~~OEMs~~and orservices ~~software~~that ~~developers~~negatively ofimpact ~~similar~~consumer preference for our products and services, ~~products~~which orcould ~~software~~result ~~services~~in ~~sourced~~decreased ~~from~~sales ~~alternative~~and ~~sources~~a ~~may~~loss ~~not~~in bemarket asshare. ~~functional~~Accordingly, orif ~~desirable~~we are unable to ~~potential~~respond ~~customers~~to ~~which~~the ~~could~~technological ~~cause~~preferences ~~such~~of our customers, or if we fail to ~~meet~~anticipate ~~their~~and ~~digital~~satisfy ~~cinema~~consumer ~~needs~~preferences ~~elsewhere~~in a timely manner, our business may be adversely affected.

With respect to those other products and components which we offer but do not manufacture in-house, the loss of, or substantial decrease in the availability of, products from our suppliers, or the loss of our key supplier agreements, could adversely impact our financial condition, operating results and cash flows. In addition, supply interruptions have in the past arisen and could arise in the future from effects of the COVID-19 pandemic, shortages of raw materials, labor disputes or weather conditions affecting products or shipments, transportation disruptions, adjustments to our inventory levels or other factors within and beyond our control. 8

~~Short-~~ Table ~~and long-term disruptions in our supply chain would result in a need to maintain higher inventory levels as we replace similar product, a higher cost~~ of product and ultimately a decrease in our net sales and profitability. A disruption in the timely availability of our products by our key suppliers would result in a decrease in our revenues and profitability. Although in many instances we have agreements with our suppliers, these agreements are generally terminable by either party on limited notice. Failure by our suppliers to continue to supply us with products on commercially reasonable terms, or at all, would put pressure on our operating margins and have a material adverse effect on our financial condition, operating results and cash flows. Short-term changes in the cost of these materials, some of which are subject to significant fluctuations, are sometimes, but not always passed on to our customers. Our inability to pass on material price increases to our customers could adversely impact our financial condition, operating results and cash flows.Contents

IfWe wedepend ~~are~~in ~~unable~~part on distributors, dealers and resellers to ~~timely~~sell ~~introduce~~and ~~new~~market our products and services, orand ~~enhance~~our ~~existing~~failure ~~products~~to maintain and ~~services,~~further develop our ~~business~~sales ~~may~~channels becould ~~adversely~~harm ~~affected~~our business.

~~New~~In ~~technological~~addition ~~innovations~~to ~~continue~~our toin-house ~~impact~~sales force, we sell our ~~industry~~products and services through distributors, dealers and resellers. ~~Our~~As ~~success~~we ~~depends~~do innot ~~part~~have onlong-term ~~our~~contracts ~~ability~~with tomost ~~anticipate~~of ~~and~~them, ~~satisfy~~these ~~consumer~~agreements ~~preferences~~may inbe acancelled ~~timely~~at ~~manner~~any time. AsAny wechanges ~~operate~~to inour acurrent ~~dynamic~~mix ~~environment~~of ~~characterized~~distributors bycould ~~rapidly~~adversely ~~changing~~affect ~~technologies~~our gross margin and ~~industry~~could negatively affect both our brand image and ~~legal~~our ~~standards,~~reputation. If our ~~products~~distributors, dealers and ~~services~~resellers are ~~subject~~not tosuccessful ~~changing~~in ~~consumer~~selling ~~preferences~~our ~~that~~products, ~~cannot~~our berevenue ~~predicted~~would ~~with certainty~~decrease. WeIn ~~must~~addition, ~~continually~~our ~~introduce~~success ~~new~~in ~~products~~expanding and ~~services,~~entering ~~identify~~into ~~future~~new ~~products~~markets ~~and~~internationally ~~product~~will ~~lines~~depend ~~that~~on ~~complement~~our ability to establish relationships with new distributors. If we do not maintain our relationship with existing ~~products~~distributors ~~and~~or ~~product~~develop ~~lines~~relationships with new distributors, dealers and ~~that~~reseller ~~respond~~our ability to grow our ~~customers’~~business ~~needs~~ and ~~improve~~sell our products and ~~enhance~~services could be adversely affected, and our ~~existing~~business may be harmed.

9Our operating results could be materially harmed if we are unable to accurately forecast consumer demand for our products and services and adequately manage our inventory.

~~Table~~To ensure an adequate inventory supply, we must forecast inventory needs and expenses and place orders sufficiently in advance with our suppliers and contract manufacturers based on our estimates of ~~Contents~~future demand for particular products. Our ability to accurately forecast demand for our products and services could be affected by many factors, including an increase or decrease in customer demand for our products and services or for products and services of our competitors, product and service introductions by competitors, unanticipated changes in general market conditions, and the weakening of economic conditions or consumer confidence in future economic conditions. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products available for sale. Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margin to suffer and could impair the strength of our brand. Conversely, if we underestimate customer demand for our products and services, our suppliers may not be able to deliver products to meet our requirements, and this could result in damage to our brand and customer relationships and adversely affect our revenue and operating results.

~~products~~Our ~~and~~operating ~~services~~margins ~~to maintain or increase our sales. We~~ may ~~not~~decline beas able to compete effectively unless our product selection keeps up with trends in the markets in which we compete or trends in new products. In addition, our ability to integrate new products and product lines into our distribution network could impact our ability to compete. The success of new or enhanced products and services may depend on a ~~number~~result of ~~factors~~increasing including, anticipating and effectively addressing consumer preferences and demand, the success of our sales and marketing efforts, timely and successful research and development, effective forecasting and management of product ~~demand, purchase commitments, and inventory levels, effective management of manufacturing and supply~~ costs~~, and the quality of or defects in our products~~. Problems in the design or quality of our products or services may also have an adverse effect on our brand, business, financial condition, and operating results. It is also possible that competitors could introduce new products and services that negatively impact consumer preference for our products and services, which could result in decreased sales and a loss in market share. Accordingly, if we are unable to respond to the technological preferences of our customers, or if we fail to anticipate and satisfy consumer preferences in a timely manner, our business may be adversely affected.

WeOur ~~depend~~business inis ~~part~~subject to significant pressure on ~~distributors~~pricing and costs caused by many factors, ~~dealers~~including ~~and~~intense ~~resellers~~competition, the cost of components used in our products, labor costs, constrained sourcing capacity, inflationary pressure, pressure from customers to ~~sell~~reduce ~~and~~the ~~market~~prices we charge for our products and services, and changes in consumer demand. Costs for the raw materials used in the manufacture of our ~~failure~~products toare ~~maintain~~affected by, among other things, energy prices, consumer demand, fluctuations in commodity prices and ~~further~~currency, ~~develop~~and other factors that are generally unpredictable and beyond our ~~sales~~control. ~~channels~~Increases ~~could~~in ~~harm~~the cost of raw materials used to manufacture our products or in the cost of labor and other costs of doing business in the United States and internationally could have an adverse effect on, among other things, the cost of our products, gross margins, operating results, financial condition, and cash flows.

InOur ~~addition to our in-house~~ sales ~~force, we sell our products~~ and ~~services~~contract ~~through~~fulfillment ~~distributors,~~cycles ~~dealers~~can ~~and~~be ~~resellers. As we do not have~~ long~~-term contracts with most of them~~, ~~these~~unpredictable ~~agreements may be cancelled at any time. Any changes to our current mix of distributors could adversely affect our gross margin~~ and ~~could~~vary ~~negatively affect both our brand image and our reputation. If our distributors~~seasonally, ~~dealers~~which ~~and~~can ~~resellers~~cause ~~are~~significant ~~not~~variation ~~successful~~ in ~~selling~~revenues ~~our products, our revenue would decrease. Specifically, the shutdowns of local~~ and ~~state~~profitability ~~economies~~in as a ~~result~~particular ~~of the COVID-19 pandemic have and may continue in the future to adversely affect the operations of our dealers and resellers~~quarter. In addition, our success in expanding and entering into new markets internationally will depend on our ability to establish relationships with new distributors. If we do not maintain our relationship with existing distributors or develop relationships with new distributors, dealers and reseller our ability to grow our business and sell our products and services could be adversely affected, and our business may be harmed.

~~Our~~The ~~operating~~timing ~~results~~of ~~could~~our besales ~~materially~~and ~~harmed~~related ifcustomer wecontract fulfillment is difficult to predict. Many of our customers are ~~unable~~large enterprises, whose purchasing decisions, budget cycles and constraints and evaluation processes are unpredictable and out of our control. Further, the timing of our sales is difficult to ~~accurately~~predict. ~~forecast~~The ~~consumer~~length ~~demand~~of our sales cycle, from initial evaluation to payment for our products and services, can range from several months to well over a year and ~~adequately~~can ~~manage~~vary substantially from customer to customer. Our sales efforts involve significant investment in resources in field sales, marketing and educating our ~~inventory~~customers about the use, technical capabilities and benefits of our products and services. Customers often undertake a prolonged evaluation process. As a result, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. Large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. In addition, the fulfillment of our customer contracts is partially dependent on other factors related to our customers’ businesses that are not in our control. As with the sales cycle, this can also cause revenues and earnings to fluctuate from quarter to quarter. Specifically, a significant number of our customers have cancelled or pushed back the delivery of pending product orders and/or delayed the start of scheduled theater refurbishing and construction projects. If our sales and/or contract fulfillment cycles lengthen or our substantial upfront investments do not result in sufficient revenue to justify our investments, our operating results could be adversely affected.

To ensure an adequate inventory supply, we must forecast inventory needs and expenses and place orders sufficiently in advance with our suppliers and contract manufacturers based on our estimates of future demand for particular products. Our ability to accurately forecast demand for our products and services could be affected by many factors, including an increase or decrease in customer demand for our products and services or for products and services of our competitors, product and service introductions by competitors, unanticipated changes in general market conditions, effects of the COVID-19 pandemic and the weakening of economic conditions or consumer confidence in future economic conditions. If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products available for sale. Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margin to suffer and could impair the strength of our brand. Conversely, if we underestimate customer demand for our products and services, our suppliers may not be able to deliver products to meet our requirements, and this could result in damage to our brand and customer relationships and adversely affect our revenue and operating results. 9

~~Our~~ Table ~~operating margins may decline as a result~~ of ~~increasing product costs.~~Contents

~~Our~~We ~~business~~have isexperienced ~~subject~~seasonal toand ~~significant~~end-of-quarter ~~pressure~~concentration onof ~~pricing~~our transactions and ~~costs~~variations ~~caused~~in bythe ~~many~~number ~~factors,~~and ~~including~~size ~~intense~~of ~~competition~~transactions that close in a particular quarter, which impacts our ability to grow revenue over the ~~cost~~long ofterm ~~components~~and ~~used~~plan inand manage cash flows and other aspects of our ~~products,~~business ~~labor~~and ~~costs,~~cost ~~constrained~~structure. ~~sourcing~~In ~~capacity~~addition, ~~inflationary~~our ~~pressure,~~operating ~~pressure~~results can vary from ~~customers~~quarter to ~~reduce~~quarter ~~the~~as ~~prices~~a weresult ~~charge~~of ~~for~~seasonality in consumer spending and payment patterns. A large part of our ~~products~~business is concerned with new theater builds, which often see substantial delays due to weather, but also financing timing, permits and ~~services~~governmental delays, and ~~changes~~other inunpredictable ~~consumer~~problems ~~demand~~often associated with large real estate projects. ~~Costs~~Also, ~~for~~our ~~the~~revenue ~~raw~~growth ~~materials~~generally ~~used~~is inhigher during the ~~manufacture~~first and fourth quarters of ~~our~~the ~~products~~fiscal year ~~are~~as ~~affected~~the byweather improves, ~~among~~the ~~other~~digital ~~things~~cinema market becomes more active, ~~energy~~and ~~prices~~consumers begin new theater builds or remodels projects. During these periods, ~~consumer~~we ~~demand~~tend to experience increased transaction volume. Conversely, ~~fluctuations~~our inrevenue ~~commodity~~growth ~~prices~~generally ~~and~~slows ~~currency~~during the second quarter of the fiscal year, as spending on new theater construction and ~~other~~theater ~~factors~~improvement ~~that~~projects ~~are~~tends ~~generally~~to ~~unpredictable~~slow leading up to the holiday season and ~~beyond~~through ~~our~~the ~~control~~winter months. ~~Increases~~As a result, growth in ~~the~~transaction ~~cost~~volume ofalso ~~raw~~tends ~~materials~~to ~~used~~slow during these periods. We expect this seasonality to ~~manufacture~~continue for the foreseeable future, which may cause fluctuations in our ~~products~~operating orresults and financial metrics. However, our seasonality trends may vary in the ~~cost~~future ofas ~~labor~~we ~~and~~introduce ~~other~~products ~~costs~~to ofnew ~~doing~~industry ~~business~~verticals, and we become less concentrated in the ~~United~~new ~~States~~theater construction and ~~internationally~~improvement ~~could~~sector. ~~have~~If anexpectations ~~adverse~~for ~~effect~~our ~~on,~~business ~~among~~turn ~~other~~out ~~things~~to be inaccurate, ~~the~~our ~~cost~~revenue ofgrowth ~~our~~may ~~products,~~be ~~gross~~adversely ~~margins,~~affected ~~operating~~over ~~results~~time, ~~financial~~and ~~condition,~~we may not be able to adjust our cost structure on a timely basis and our cash flows may suffer.

10We are substantially dependent upon significant customers who could cease purchasing our products and services at any time.

~~Table~~Our top ten customers accounted for approximately 44% and 45% of ~~Contents~~net revenues for the years ended June 30, 2025 and 2024, respectively. Trade accounts receivable from these customers represented approximately 41% and 62% of net receivables at June 30, 2025 and 2024, respectively. No individual customer accounted for more than 10% of the Company’s revenue for the year ended June 30, 2025 or 2024. While we believe our relationships with such customers are stable, most arrangements are made by purchase order and are terminable at will by either party. We could also be adversely affected by such factors as changes in foreign currency rates and weak economic and political conditions in each of the countries in which we sell our products.

Our ~~sales~~success ~~and~~depends ~~contract~~on ~~fulfillment~~our ~~cycles~~ability ~~can~~to bemaintain ~~long,~~our ~~unpredictable~~brand. ~~and~~If ~~vary~~events ~~seasonally,~~occur ~~which~~that ~~can~~damage ~~cause~~our ~~significant~~brand, ~~variation~~our inbusiness ~~revenues~~ and ~~profitability~~financial inresults amay ~~particular~~be ~~quarter~~harmed.

~~The~~Our ~~timing~~business, results of ~~our~~operations ~~sales~~ and ~~related~~prospects ~~customer contract fulfillment is difficult to predict. Many of our customers are large enterprises~~depend, ~~whose~~in ~~purchasing decisions~~part, ~~budget~~on ~~cycles and constraints and evaluation processes are unpredictable and out of~~ our ~~control.~~ability ~~Further, the timing of our sales is difficult~~ to ~~predict.~~maintain ~~The~~the ~~length~~value of our ~~sales~~brand ~~cycle,~~and ~~from~~reputation ~~initial~~for ~~evaluation~~providing tohigh ~~payment~~quality ~~for our~~ products and services. Maintaining, ~~can~~promoting, ~~range from several months to well over a year~~ and ~~can~~positioning ~~vary~~our ~~substantially~~brand ~~from~~depends ~~customer~~largely toon ~~customer.~~the ~~Our~~success ~~sales~~of ~~efforts~~our ~~involve significant investment in resources in field sales,~~ marketing efforts and ~~educating~~ our ~~customers~~ability ~~about~~to ~~the~~provide ~~use~~consistent, ~~technical~~high-quality ~~capabilities and benefits of our~~ products and services. ~~Customers~~Our ~~often~~brand ~~undertake~~could abe ~~prolonged~~harmed ~~evaluation process. As a result, it is difficult to predict exactly when, or even~~ if, we ~~will~~fail ~~make a sale~~ to aachieve ~~potential~~these ~~customer~~objectives or if ~~we can increase sales to~~ our ~~existing~~public ~~customers.~~image ~~Large~~or ~~individual~~brand ~~sales~~were ~~have, in some cases, occurred in quarters subsequent~~ to ~~those~~be wetarnished ~~anticipated,~~by ornegative ~~have not occurred at all~~publicity. InWe ~~addition,~~also ~~the~~believe ~~fulfillment~~that of our ~~customer~~reputation ~~contracts~~and isbrand ~~partially~~may ~~dependent~~be onharmed ~~other~~if ~~factors~~we ~~related~~fail to ~~our~~maintain ~~customers’~~a ~~businesses~~consistently ~~that~~high ~~are~~level ~~not~~of incustomer ~~our control~~service. AsIf ~~with~~we ~~the~~fail ~~sales cycle, this can also cause revenues and earnings~~ to ~~fluctuate~~successfully ~~from~~maintain, ~~quarter to quarter. Specifically~~promote, aand ~~significant~~position ~~number of~~ our ~~customers~~brand ~~have cancelled or pushed back the delivery of pending product orders~~ and~~/or~~ ~~delayed~~protect ~~the start of scheduled theater refurbishing and construction projects. If~~ our ~~sales~~reputation ~~and/~~or ~~contract~~if ~~fulfillment~~we ~~cycles~~incur ~~lengthen~~significant orexpenses ~~our substantial upfront investments do not result~~ in ~~sufficient~~this ~~revenue~~effort, ~~to justify~~ our ~~investments~~business, ~~our~~financial condition and operating results ~~could~~may be adversely affected.

WeAny ~~have~~failure ~~experienced~~to ~~seasonal~~offer ~~and end~~high-~~of-quarter~~quality ~~concentration~~customer ofsupport ~~our~~may ~~transactions~~harm ~~and variations in the number and size of transactions that close in a particular quarter, which impacts~~ our ~~ability~~relationships towith ~~grow revenue over the long term and plan and manage cash flows and other aspects of~~ our ~~business~~customers and ~~cost structure. In addition,~~ our ~~operating~~ results ~~can vary from quarter to quarter as a result~~ of ~~seasonality in consumer spending and payment patterns~~operations. A large part of our business is concerned with new theater builds, which often see substantial delays due to weather, but also financing timing, permits and governmental delays, and other unpredictable problems often associated with large real estate projects. Also, our revenue growth generally is higher during the first and fourth quarters of the fiscal year as the weather improves, the digital cinema market becomes more active, and consumers begin new theater builds or remodels projects. During these periods, we tend to experience increased transaction volume. Conversely, our revenue growth generally slows during the second quarter of the fiscal year, as spending on new theater construction and theater improvement projects tends to slow leading up to the holiday season and through the winter months. As a result, growth in transaction volume also tends to slow during these periods. We expect this seasonality to continue for the foreseeable future, which may cause fluctuations in our operating results and financial metrics. However, our seasonality trends may vary in the future as we introduce products to new industry verticals, and we become less concentrated in the new theater construction and improvement sector. If expectations for our business turn out to be inaccurate, our revenue growth may be adversely affected over time, and we may not be able to adjust our cost structure on a timely basis and our cash flows may suffer.

Our customers depend on our customer support teams to resolve technical and operational issues if and when they arise. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for customer support. Customer demand for support may also increase as we expand the features available in our products. Increased customer demand for customer support, without corresponding revenue, could increase costs and harm our results of operations. In addition, as we continue to expand our business customer base, we need to be able to provide efficient and effective customer support that meets our business customers’ needs and expectations globally at scale. The number of our business customers has grown significantly, which puts additional pressure on our support organization. If we are ~~substantially~~unable to provide efficient and effective customer support, our ability to grow our operations may be harmed and we may need to hire additional support personnel, which could harm our margins and the results of operations. Our sales are highly dependent ~~upon~~on ~~significant~~our business reputation and on positive recommendations from our existing customers. ~~who~~Any failure to maintain high-quality customer support, or a market perception that we do not maintain high-quality customer support, could ~~cease~~harm ~~purchasing~~our reputation, our ability to sell our products and services atto ~~any~~existing ~~time~~and prospective customers, our business, results of operations, and financial condition.

~~Our~~The ~~top~~nature ~~ten customers accounted for approximately 45% and 37%~~ of net revenues for the years ended June 30, 2024 and 2023, respectively. Trade accounts receivable from these customers represented approximately 62% and 19% of net receivables at June 30, 2024 and 2023, respectively. No individual customer accounted for more than 10% of the Company’s revenue for the year ended June 30, 2024 or 2023. While we believe our ~~relationships~~business ~~with~~exposes ~~such~~us ~~customers~~to ~~are~~product ~~stable,~~liability ~~most~~claims ~~arrangements~~as ~~are~~well ~~made by purchase order and are terminable at will by either party. We could also be adversely affected by such factors~~ as ~~changes~~other inlegal ~~foreign currency rates and weak economic and political conditions in each of the countries in which we sell our products~~proceedings.

~~Our~~We ~~success~~rely ~~depends~~in part on ~~our~~manufacturers ~~ability~~and other suppliers to ~~maintain~~provide ~~our~~us ~~brand~~with many of the products we sell and distribute. IfAs ~~events~~we ~~occur~~do ~~that~~not ~~damage~~have ~~our~~direct ~~brand~~control over the quality of the products manufactured or supplied by such third-party suppliers, we are exposed to risks relating to the quality of the products we distribute and install. It is possible that inventory from a manufacturer or supplier could be sold to our ~~business~~customers and later be alleged to have quality problems or to have caused personal injury, subjecting us to potential claims from customers or third parties. We have been subject to such claims in the past, which have been resolved without material financial ~~results~~impact. ~~may~~From time to time, we are involved in product liability claims relating to the products we distribute and manufacture and relating to products we have installed. In certain situations, we have undertaken to voluntarily remediate any defects, which can be ~~harmed~~a costly measure.

Our business, results of operations and prospects depend, in part, on our ability to maintain the value of our brand and reputation for providing high quality products and services. Maintaining, promoting, and positioning our brand depends largely on the success of our marketing efforts and our ability to provide consistent, high-quality products and services. Our brand could be harmed if we fail to achieve these objectives or if our public image or brand were to be tarnished by negative publicity. We also believe that our reputation and brand may be harmed if we fail to maintain a consistently high level of customer service. If we fail to successfully maintain, promote, and position our brand and protect our reputation or if we incur significant expenses in this effort, our business, financial condition and operating results may be adversely affected. 10

11 Table of Contents

~~Table~~While we currently maintain insurance coverage to address a portion of ~~Contents~~these types of liabilities, we cannot make assurances that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims. Further, while we seek indemnification against potential liability for product liability claims from relevant parties, including but not limited to manufacturers and suppliers, we cannot guarantee that we will be able to recover under such indemnification agreements. Moreover, if we increase the number of private label products we distribute, our exposure to potential liability for products liability claims may increase. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome. An unsuccessful product liability defense could be highly costly and accordingly result in a decline in profitability. Finally, even if we are successful in defending any claim relating to the products we distribute, claims of this nature could negatively impact customer confidence in our products and our company.

~~Any~~We ~~failure~~may tonot ~~offer~~convert ~~high-quality~~all ~~customer~~of ~~support may harm~~ our ~~relationships~~backlog ~~with~~into ~~our~~revenue ~~customers~~ and ~~our~~cash ~~results of operations~~flows.

~~Our~~At ~~customers~~June ~~depend~~30, on2025, our ~~customer~~sales ~~support~~backlog ~~teams~~was toapproximately ~~resolve~~$7.52 million, ~~technical~~with ~~and~~planned ~~operational~~order ~~issues~~shipments ifby ~~and~~April 30, ~~when they arise~~2026. We ~~may~~list besigned ~~unable~~contracts tofor ~~respond~~theater ~~quickly~~construction ~~enough~~or torefurbishing ~~accommodate~~for ~~short-term~~which ~~increases~~revenue inhas ~~customer~~not ~~demand~~been ~~for~~recognized ~~customer~~as ~~support.~~sales ~~Customer~~backlog ~~demand~~prior ~~for~~to ~~support~~the ~~may~~time ~~also~~of ~~increase~~revenue asrecognition. weThe ~~expand~~total value of the ~~features~~sales ~~available~~backlog inrepresents ~~our~~all ~~products.~~signed ~~Increased~~agreements ~~customer~~that ~~demand~~are ~~for~~expected ~~customer~~to ~~support,~~be ~~without~~recognized ~~corresponding~~as revenue, ~~could~~in ~~increase~~the ~~costs~~future and ~~harm~~includes ~~our~~initial ~~results~~fees ofalong ~~operations.~~with Inthe ~~addition,~~value asof wefixed ~~continue~~minimum toongoing ~~expand~~fees ~~our~~due ~~business~~over ~~customer~~the ~~base~~term, webut ~~need~~excludes tocontingent befees ~~able~~in toexcess ~~provide~~of ~~efficient~~fixed ~~and~~minimum ~~effective~~ongoing ~~customer~~fees ~~support~~ that ~~meets~~might ~~our~~be ~~business~~received ~~customers’~~in ~~needs~~the future and ~~expectations~~maintenance ~~globally~~and atextended ~~scale~~warranty fees. ~~The~~Notwithstanding ~~number~~the legal obligation to do so, not all of our ~~business~~ customers ~~has~~with ~~grown~~which ~~significantly,~~we ~~which~~have ~~puts~~signed ~~additional~~contracts ~~pressure~~may oncomplete ~~our~~theatrical ~~support~~construction ~~organization.~~or Ifrefurbishing wesystems that are ~~unable~~included toin ~~provide~~our ~~efficient~~backlog. ~~and~~This ~~effective~~could ~~customer~~adversely ~~support,~~affect our ~~ability~~future torevenues ~~grow~~and ~~our~~cash ~~operations~~flows. ~~may~~In beaddition, ~~harmed~~customers ~~and~~with weobligations ~~may~~in ~~need~~backlog sometimes request that we agree to ~~hire~~modify ~~additional~~or ~~support~~reduce ~~personnel~~such obligations, which ~~could~~we ~~harm~~have ~~our~~agreed ~~margins~~to ~~and~~in the ~~results~~past ofunder ~~operations~~certain circumstances. ~~Our~~Customer ~~sales~~requested ~~are~~delays ~~highly~~in ~~dependent~~the onconstruction ~~our~~or ~~business~~refurbishing ~~reputation~~of ~~and~~theaters onin ~~positive~~backlog ~~recommendations~~remain ~~from~~a ~~our~~recurring ~~existing~~and ~~customers.~~unpredictable ~~Any~~part ~~failure~~of toour ~~maintain~~business. ~~high-quality customer support~~Specifically, oras a ~~market~~result ~~perception~~of ~~that~~the weeffects doof ~~not~~the ~~maintain~~COVID‑19 ~~high-quality customer support~~pandemic, ~~could~~a ~~harm~~significant ~~our~~number ~~reputation,~~of our ~~ability~~customers tohad ~~sell~~temporarily ~~our~~ceased ~~products~~operations and ~~services~~others tohave ~~existing~~cancelled ~~and~~or ~~prospective~~pushed ~~customers,~~back ~~our~~the ~~business,~~delivery ~~results~~of pending product orders and/or delayed the start of ~~operations,~~scheduled theater refurbishing and ~~financial~~construction ~~condition~~projects.

~~The~~We ~~nature~~operate ofin ~~our~~a ~~business~~highly ~~exposes~~competitive usmarket. toIf ~~product~~we ~~liability~~do ~~claims~~not ascompete ~~well~~effectively, asour ~~other~~prospects, ~~legal~~operating ~~proceedings~~results, and financial condition could be adversely affected.

WeThe ~~rely~~markets infor ~~part~~our onproducts ~~manufacturers~~ and ~~other~~services ~~suppliers~~are tohighly ~~provide~~competitive, us with ~~many~~companies ofoffering ~~the~~a ~~products~~variety weof ~~sell~~competitive products and ~~distribute~~services. AsIn addition, we doface ~~not~~competition ~~have~~for ~~direct~~consumer ~~control~~attention ~~over~~from ~~the~~other ~~quality~~forms of ~~the~~entertainment ~~products~~that ~~manufactured~~may orbe ~~supplied~~more byattractive ~~such~~to ~~third-party~~consumers ~~suppliers,~~than wethose ~~are~~utilizing ~~exposed~~our totechnologies. ~~risks~~We ~~relating~~expect tocompetition ~~the~~in ~~quality~~our ofmarkets to intensify in the ~~products~~future weas ~~distribute~~new and ~~install.~~existing Itcompetitors isintroduce ~~possible~~new ~~that~~or ~~inventory~~enhanced ~~from~~products aand ~~manufacturer~~services orthat ~~supplier~~are ~~could~~potentially bemore ~~sold~~competitive tothan our ~~customers~~products and ~~later~~services. beWe ~~alleged~~believe tomany ~~have~~of ~~quality~~our ~~problems~~competitors orand topotential competitors have ~~caused~~significant ~~personal~~competitive ~~injury~~advantages, ~~subjecting~~including uslonger operating histories, ability to ~~potential~~leverage ~~claims~~their ~~from~~sales ~~customers~~efforts orand ~~third~~marketing ~~parties.~~expenditures Weacross ~~have~~a ~~been~~broader ~~subject~~portfolio toof ~~such~~products ~~claims~~and inservices, ~~the~~larger ~~past~~and broader customer bases, ~~which~~more ~~have~~established ~~been~~relationships ~~resolved~~with ~~without~~a ~~material~~larger number of suppliers, contract manufacturers, and channel partners, greater brand recognition, and greater financial, ~~impact.~~research ~~From~~and ~~time~~development, tomarketing, ~~time~~distribution, and other resources than we ~~are~~do. ~~involved~~Our incompetitors ~~product~~and ~~liability~~potential ~~claims~~competitors ~~relating~~may also be able to ~~the~~develop products weor ~~distribute~~services ~~and~~that ~~manufacture~~are ~~and~~equal ~~relating~~or superior to ours, achieve greater market acceptance of their products weand ~~have~~services, ~~installed~~and increase sales by utilizing different distribution channels than we do. InSome ~~certain~~of ~~situations~~our competitors may aggressively discount their products and services in order to gain market share, which could result in pricing pressures, reduced profit margins, lost market share, or a failure to grow market share for us. If we ~~have~~are ~~undertaken~~not able to ~~voluntarily~~compete ~~remediate~~effectively ~~any~~against ~~defects~~our current or potential competitors, ~~which~~our ~~can~~prospects, beoperating aresults, ~~costly~~and ~~measure~~financial condition could be adversely affected.

~~While~~We weare ~~currently~~subject ~~maintain insurance coverage~~ to ~~address~~competitive apricing ~~portion~~pressure of these types of liabilities, we cannot make assurances that we will be able to obtain such insurance on acceptable terms in the future, if at all, or that any such insurance will provide adequate coverage against potential claims. Further, while we seek indemnification against potential liability for product liability claims from relevant parties, including but not limited to manufacturers and suppliers, we cannot guarantee that we will be able to recover under such indemnification agreements. Moreover, if we increase the number of private label products we distribute, our ~~exposure to potential liability for products liability claims may increase~~customers. Product liability claims can be expensive to defend and can divert the attention of management and other personnel for significant time periods, regardless of the ultimate outcome. An unsuccessful product liability defense could be highly costly and accordingly result in a decline in profitability. Finally, even if we are successful in defending any claim relating to the products we distribute, claims of this nature could negatively impact customer confidence in our products and our company.

WeCertain ~~may~~of ~~not~~our ~~convert~~largest ~~all~~customers historically have exerted significant pressure on their outside suppliers to keep prices low because of their market share and their ability to leverage such market share in the highly fragmented digital cinema products and services industry. The previous economic downturn resulted in increased pricing pressures from our ~~backlog~~customers ~~into~~and ~~revenue~~could occur again. If we are unable to generate sufficient cost savings to offset any price reductions, our financial condition, operating results and cash flows may be adversely affected.

AtOur ~~June~~international ~~30,~~operations ~~2024,~~subject ~~our~~us sales backlog was approximately $5.93 million, with planned order shipments by March 2025. We list signed contracts for theater construction or refurbishing for which revenue has not been recognized as sales backlog prior to ~~the~~indirect time of revenue recognition. The total value of the sales backlog represents all signed agreements that are expected to be recognized as revenue in the future and includes initial fees along with the value of fixed minimum ongoing fees due over the termrisks, but excludes contingent fees in excess of fixed minimum ongoing fees that might be received in the future and maintenance and extended warranty fees. Notwithstanding the legal obligation to do so, not all of our customers with which ~~we have signed contracts may complete theatrical construction or refurbishing systems that are included in our backlog. This~~ could adversely affect our ~~future~~operating ~~revenues and cash flows~~results. In addition, customers with obligations in backlog sometimes request that we agree to modify or reduce such obligations, which we have agreed to in the past under certain circumstances. Customer requested delays in the construction or refurbishing of theaters in backlog remain a recurring and unpredictable part of our business. Specifically, as a result of the effects of the COVID-19 pandemic, a significant number of our customers had temporarily ceased operations and others have cancelled or pushed back the delivery of pending product orders and/or delayed the start of scheduled theater refurbishing and construction projects.

12The Company sells internationally through existing domestic customers. Still, our international operations are exposed to the following risks, several of which are out of our control:

~~Table~~● ofpolitical ~~Contents~~and economic instability, international terrorism and anti-American sentiment, particularly in emerging markets;

We● ~~operate~~preference infor alocally ~~highly~~branded ~~competitive market. If we do not compete effectively~~products, ~~our~~and ~~prospects,~~laws ~~operating results,~~ and ~~financial~~business ~~condition~~practices ~~could~~favoring belocal ~~adversely affected.~~competition;

~~The~~● ~~markets~~unusual for our products and services are highly competitive, with companies offering a variety of competitive products and services. In addition, we face competition for consumer attention from other forms of entertainment that may be more attractive to consumers than those utilizing our technologies. We expect competition in our markets to intensify in the future as new and existing competitors introduce new or ~~enhanced~~burdensome ~~products~~foreign ~~and~~laws services that are potentially more competitive than our products and services. We believe many of our competitors and potential competitors have significant competitive advantages, including longer operating histories, ability to leverage their sales efforts and marketing expenditures across a broader portfolio of products and services, larger and broader customer bases, more established relationships with a larger number of suppliers, contract manufacturers, and channel partners, greater brand recognition, and greater financial, research and development, marketing, distribution, and other resources than we do. Our competitors and potential competitors may also be able to develop products or ~~services that are equal or superior to ours~~regulations, ~~achieve greater market acceptance of their products~~ and ~~services,~~unexpected ~~and~~changes ~~increase sales by utilizing different distribution channels than we do. Some of our competitors may aggressively discount their products and services in order~~ to ~~gain~~those ~~market~~laws ~~share, which could result in pricing pressures, reduced profit margins, lost market share,~~ or a failure to grow market share for us. If we are not able to compete effectively against our current or potential competitors, our prospects, operating results, and financial condition could be adversely affected.regulations;

We● ~~are~~import ~~subject~~and toexport ~~competitive~~license ~~pricing~~requirements, ~~pressure~~tariffs, ~~from~~taxes ~~our~~and ~~customers.~~other barriers;

~~Certain~~● ofcosts ~~our largest customers historically have exerted significant pressure on their outside suppliers to keep prices low because~~ of ~~their~~customizing ~~market share and their ability to leverage such market share in the highly fragmented digital cinema~~ products ~~and~~for ~~services~~foreign industry. The previous economic downturn resulted in increased pricing pressures from our customers and could occur again. If we are unable to generate sufficient cost savings to offset any price reductions, our financial condition, operating results and cash flows may be adversely affected.countries;

~~Our~~● ~~international~~increased ~~operations~~difficulty ~~subject~~in usmanaging ~~to indirect risks, which could adversely affect our operating results.~~inventory;

~~The~~● ~~Company~~less ~~sells~~effective ~~internationally~~protection ~~through existing domestic customers. Still, our international operations are exposed to the following risks, several~~ of ~~which~~intellectual ~~are~~property; ~~out of our control:~~and

● ~~political~~difficulties and ~~economic~~costs ~~instability,~~of ~~international~~staffing ~~terrorism~~ and ~~anti-American~~managing ~~sentiment,~~foreign ~~particularly in emerging markets;~~operations.

●Any ~~preference~~or ~~for~~all ~~locally~~of ~~branded~~these ~~products,~~factors ~~and~~could ~~laws~~adversely ~~and~~affect our ability to execute any geographic expansion strategies or have a material adverse effect on our business ~~practices~~and ~~favoring~~results ~~local~~of ~~competition;~~operations.

~~● unusual or burdensome foreign laws or regulations, and unexpected changes to those laws or regulations;~~ 11

● Table ~~import~~of ~~and export license requirements, tariffs, taxes and other barriers;~~Contents

●We ~~costs~~are undertaking and may enter into new lines of ~~customizing~~business ~~products~~and ~~for~~these ~~foreign~~new ~~countries;~~business initiatives may not be successful.

●We ~~increased~~have ~~difficulty~~recently undertaken some new lines of business and intend to continue to opportunistically pursue new lines in ~~managing~~the ~~inventory;~~future. For example, Caddy’s product line consists of products we had not previously offered to our customer base. These initiatives represent new areas of growth for us and could include the offering of new products and services that may not be accepted by the market. If any new business which we acquire, invest in or attempt to develop does not progress as planned, we may be adversely affected by investment expenses that have not led to the anticipated results, by the distraction of management from our core business or by damage to our brand or reputation.

●In ~~less~~addition, ~~effective~~these ~~protection~~initiatives may involve the formation of ~~intellectual~~joint ~~property;~~ventures and business alliances. While we would intend to seek to employ the optimal structure for each such business alliance, the alliance may require a high level of cooperation with and reliance on our partners and there is a possibility that we may have disagreements with its relevant partner with respect to financing, technological management, product development, management strategies or otherwise. Any such disagreement may cause the joint venture or business alliance to be terminated.

●We ~~difficulties~~may ~~and~~need ~~costs~~to ofraise ~~staffing~~additional capital required to grow our business, and ~~managing~~we ~~foreign~~may ~~operations~~not be able to raise capital on terms acceptable to us or at all.

~~Any~~Growing orand ~~all~~operating our business will require significant cash outlays, capital expenditures and commitments. We have utilized cash on hand and cash generated from operations as sources of ~~these~~liquidity. ~~factors~~If ~~could~~cash ~~adversely~~on ~~affect~~hand and cash generated from operations are not sufficient to meet our ~~ability~~cash requirements, we will need to ~~execute~~seek ~~any~~additional ~~geographic~~capital, ~~expansion~~potentially ~~strategies~~through equity or ~~have~~debt financing, to fund our growth. Our ability to access the credit and capital markets in the future as a ~~material~~source ~~adverse~~of ~~effect~~liquidity, onand the borrowing costs associated with such financing depend upon market conditions. We cannot provide any assurance that our ~~business~~assumptions ~~and~~used ~~results~~to estimate our liquidity requirements will remain accurate due to the unprecedented nature of the disruption to our operations. In the event of a sustained market deterioration, and continued revenue declines, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. We cannot provide any assurance that we will be able to obtain additional sources of financing or liquidity on acceptable terms, or at all.

13In addition, any equity securities we issue, including any preferred stock, may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at which new investors would be willing to purchase our securities may be lower than the trading price per share of our Common Stock. The holders of any equity securities we issue, including any preferred stock, may also have rights, preferences or privileges which are senior to those of existing holders of Common Stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.

~~Table~~We ofmay ~~Contents~~make acquisitions that are dilutive to existing stockholders. In addition, our limited experience in acquiring other businesses, product lines and technologies may make it difficult for us to overcome problems encountered in connection with any acquisitions we may undertake.

We ~~are~~intend ~~undertaking~~to evaluate and ~~may~~explore ~~enter~~strategic ~~into~~opportunities ~~new~~as ~~lines~~they ofarise, including business combinations, strategic partnerships, and ~~these~~the ~~new~~purchase, ~~business~~licensing ~~initiatives~~or ~~may~~sale ~~not~~of beassets. ~~successful~~In connection with any such future transaction, we could issue dilutive equity securities, incur substantial debt, reduce our cash reserves or assume contingent liabilities.

WeOur ~~have~~experience ~~recently undertaken some new lines of business and intend to continue to opportunistically pursue new lines~~ in ~~the~~acquiring ~~future.~~other ~~For example~~businesses, ~~Caddy’s~~ product ~~line~~lines ~~consists~~and oftechnologies ~~products~~is welimited. ~~had~~Our ~~not~~inability ~~previously offered~~ to ~~our~~overcome ~~customer~~problems ~~base.~~encountered ~~These~~in ~~initiatives~~connection ~~represent~~with ~~new~~any ~~areas~~acquisitions ~~of growth for us and~~ could ~~include~~divert the ~~offering~~attention of ~~new products and services that may not be accepted by the market. If any new business which we acquire~~management, ~~invest~~utilize inscarce orcorporate ~~attempt~~resources toand ~~develop~~otherwise ~~does~~harm ~~not progress as planned, we may be adversely affected by investment expenses that have not led to the anticipated results, by the distraction of management from~~ our ~~core~~ business. orAny bypotential ~~damage~~future toacquisitions ~~our~~also ~~brand~~involve ornumerous ~~reputation.~~risks, including:

In● ~~addition,~~problems ~~these~~assimilating ~~initiatives may involve~~ the ~~formation~~purchased ~~of joint ventures and business alliances. While we would intend to seek to employ the optimal structure for each such business alliance~~operations, ~~the~~technologies alliance may require a high level of cooperation with and reliance on our partners and there is a possibility that we may have disagreements with its relevant partner with respect to financing, technological management, product development, management strategies or ~~otherwise. Any such disagreement may cause the joint venture or business alliance to be terminated.~~products;

We● ~~may~~costs ~~need~~associated towith ~~raise~~the ~~additional capital required to grow our business, and we may not be able to raise capital on terms acceptable to us or at all.~~acquisition;

~~Growing~~● ~~and~~adverse ~~operating~~effects ~~our business will require significant cash outlays, capital expenditures and commitments. We have utilized cash~~ on ~~hand~~existing ~~and~~business ~~cash~~relationships generated from operations as sources of liquidity. If cash on hand and cash generated from operations are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through equity or debt financing, to fund our growth. Our ability to access the credit and capital markets in the future as a source of liquidity, and the borrowing costs associated with ~~such~~suppliers financing depend upon market conditions. We cannot provide any assurance that our assumptions used to estimate our liquidity requirements will remain accurate due to the unprecedented nature of the disruption to our operations. In the event of a sustained market deterioration, and continued revenue declines, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate actions. We cannot provide any assurance that we will be able to obtain additional sources of financing or liquidity on acceptable terms, or at all.customers;

In● ~~addition,~~risks ~~any~~associated ~~equity~~with ~~securities~~entering wemarkets ~~issue,~~in ~~including any preferred stock, may be on terms that are dilutive or potentially dilutive to our stockholders, and the prices at~~ which ~~new investors would be willing to purchase our securities may be lower than the trading price per share of our Common Stock. The holders of any equity securities~~ we ~~issue, including any preferred stock, may also~~ have ~~rights,~~no ~~preferences~~ or ~~privileges~~limited ~~which~~prior are senior to those of existing holders of Common Stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth and operating plans based on available funding, if any, which would harm our ability to grow our business.experience;

We may make acquisitions that are dilutive to existing stockholders. In addition, our limited experience in acquiring other businesses, product lines and technologies may make it difficult for us to overcome problems encountered in connection with any acquisitions we may undertake. 12

We Table ~~intend to evaluate and explore strategic opportunities as they arise, including business combinations, strategic partnerships, and the purchase, licensing or sale~~ of ~~assets. In connection with any such future transaction, we could issue dilutive equity securities, incur substantial debt, reduce our cash reserves or assume contingent liabilities.~~Contents

~~Our~~● ~~experience~~potential inloss ~~acquiring~~of ~~other~~key ~~businesses,~~employees ~~product lines and technologies is limited. Our inability to overcome problems encountered in connection with any acquisitions could divert the attention~~ of ~~management,~~purchased ~~utilize~~organizations; ~~scarce corporate resources~~ and ~~otherwise harm our business. Any potential future acquisitions also involve numerous risks, including:~~

● ~~problems~~potential ~~assimilating~~litigation arising from the ~~purchased~~acquired company’s operations, ~~technologies~~before orthe ~~products;~~acquisition.

●Furthermore, ~~costs~~acquisitions ~~associated~~may ~~with~~require material charges and could result in adverse tax consequences, substantial depreciation, deferred compensation charges, in-process research and development charges, the ~~acquisition;~~amortization of amounts related to deferred compensation and identifiable purchased intangible assets or impairment of goodwill, any of which could negatively affect our results of operations.

●We ~~adverse~~have ~~effects~~limited onhuman ~~existing~~resources; ~~business~~we ~~relationships~~need ~~with~~to ~~suppliers~~attract and ~~customers~~retain highly skilled personnel; and we may be unable to manage our growth with our limited resources effectively.

●The ~~risks~~expansion ~~associated~~of ~~with~~our ~~entering~~business ~~markets~~has placed a significant strain on our limited managerial, operational, and financial resources. We have been and will continue to be required to expand our operational and financial systems significantly and to expand, train and manage our workforce to manage the expansion of our operations. Our future success will largely depend in large part on our ability to attract, train, and retain additional highly skilled executive level management with experience in the digital cinema industry. Competition is intense for these types of personnel from more established organizations, many of which have significantly larger operations and greater financial, marketing, human, and other resources than we have. noWe may not successfully attract and retain qualified personnel on a timely basis, on competitive terms or at all. To date we have had to limit the engagement of critical management and other key personnel due in part to limited ~~prior~~financial ~~experience;~~resources. If we are not successful in attracting and retaining these personnel, our business, prospects, financial condition and operating results would be materially adversely affected. Further, our ability to manage our growth effectively will require us to continue to improve our operational, financial and management controls, reporting systems and procedures, to install new management information and control systems and to train, motivate and manage employees. If we are unable to manage growth effectively and new employees are unable to achieve adequate performance levels, our business, prospects, financial condition and operating results will be materially adversely affected.

14We depend on our founders, senior professionals and other key personnel, and our ability to retain them and attract additional qualified personnel is critical to our success and our growth prospects.

~~Table~~We depend on the diligence, skill, judgment, business contacts and personal reputations of ~~Contents~~our founders, executive officers and other key personnel. In addition, certain of our officers have built highly regarded reputations in the digital cinema industry, and they aid in attracting and identifying opportunities and negotiating for us with large and institutional clients. As we continue to grow, our success will largely depend on our ability to attract and retain qualified personnel in all business areas. We may be unable to continue to hire and retain a sufficient number of qualified personnel to support or keep pace with our planned growth.

●If ~~potential~~we ~~loss~~are ofunable ~~key~~to ~~employees~~maintain ofand ~~purchased~~protect ~~organizations;~~our ~~and~~intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer.

●Our ~~potential~~business ~~litigation~~depends, ~~arising~~in ~~from~~part, ~~the~~on ~~acquired~~our ~~company’s~~ability ~~operations~~to ~~before~~identify ~~the~~and ~~acquisition~~protect proprietary information and other intellectual property such as our client lists and information and business methods. We rely on a combination of trade secrets, confidentiality policies, non-disclosure and other contractual arrangements and copyright and trademark laws to protect our intellectual property rights. However, we may not adequately protect these rights, and their disclosure to, or use by, third parties may harm our competitive position. Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business.

~~Furthermore~~Also, ~~acquisitions~~third parties may ~~require~~claim ~~material~~that ~~charges~~our ~~and~~business ~~could~~operations ~~result~~infringe inon ~~adverse~~their ~~tax~~intellectual ~~consequences,~~property ~~substantial~~rights. ~~depreciation,~~These ~~deferred~~claims ~~compensation~~may ~~charges,~~harm ~~in-process~~our ~~research and development charges~~reputation, ~~the~~cost ~~amortization~~us ofmoney ~~amounts related~~ to ~~deferred~~defend, ~~compensation~~distract ~~and~~the ~~identifiable~~attention ~~purchased intangible assets or impairment~~ of ~~goodwill,~~our ~~any~~management ofand ~~which~~prevent ~~could~~us ~~negatively~~from ~~affect~~offering ~~our~~some ~~results of operations~~services.

WeConfidential ~~have~~intellectual ~~limited~~property ~~human~~is ~~resources;~~increasingly westored ~~need~~or tocarried ~~attract~~on ~~and~~mobile ~~retain~~devices, ~~highly~~such ~~skilled~~as ~~personnel;~~laptop computers, which increases the risk of inadvertent disclosure where the mobile devices are lost or stolen, and wethe ~~may~~information behas ~~unable~~not tobeen ~~manage~~adequately ~~our~~safeguarded ~~growth~~or encrypted. This also makes it easier for someone with access to our ~~limited~~systems, ~~resources~~or ~~effectively~~someone who gains unauthorized access, to steal information and use it to our disadvantage. Advances in technology, which permit increasingly large amounts of information to be stored on mobile devices or on third-party “cloud” servers, may exacerbate these risks.

The expansion of our business has placed a significant strain on our limited managerial, operational, and financial resources. We have been and will continue to be required to expand our operational and financial systems significantly and to expand, train and manage our workforce to manage the expansion of our operations. Our future success will largely depend in large part on our ability to attract, train, and retain additional highly skilled executive level management with experience in the digital cinema industry. Competition is intense for these types of personnel from more established organizations, many of which have significantly larger operations and greater financial, marketing, human, and other resources than we have. We may not successfully attract and retain qualified personnel on a timely basis, on competitive terms or at all. To date we have had to limit the engagement of critical management and other key personnel due in part to limited financial resources. If we are not successful in attracting and retaining these personnel, our business, ~~prospects,~~could ~~financial condition and operating results would~~ be ~~materially~~ adversely affected. ~~Further,~~by ~~our~~security ~~ability~~breaches tothrough ~~manage our growth effectively will require us to continue to improve our operational~~cyber-attacks, ~~financial~~cyber ~~and~~intrusions ~~management~~or ~~controls, reporting systems and procedures, to install new management information and control systems and to train, motivate and manage employees~~otherwise. If we are unable to manage growth effectively and new employees are unable to achieve adequate performance levels, our business, prospects, financial condition and operating results will be materially adversely affected.

We ~~depend~~face onrisks ~~our~~associated ~~founders~~with security breaches, ~~senior~~whether ~~professionals~~through ~~and~~cyber-attacks ~~other~~or ~~key~~cyber ~~personnel~~intrusions over the internet, ~~and~~malware, computer viruses, attachments to e-mails, persons inside our ~~ability~~organization or persons with access to ~~retain~~systems ~~them~~inside our organization, and ~~attract~~other ~~additional~~significant ~~qualified~~disruptions ~~personnel~~of isour ~~critical~~information technology networks and related systems. These risks include operational interruption, private data exposure and damage to our ~~success~~relationship with our customers, among others. A security breach involving our networks and related systems could disrupt our ~~growth~~operations ~~prospects~~in numerous ways that could ultimately have an adverse effect on our financial condition and results of operations.

We depend on the diligence, skill, judgment, business contacts and personal reputations of our founders, executive officers and other key personnel. In addition, certain of our officers have built highly regarded reputations in the digital cinema industry, and they aid in attracting and identifying opportunities and negotiating for us with large and institutional clients. As we continue to grow, our success will largely depend on our ability to attract and retain qualified personnel in all business areas. We may be unable to continue to hire and retain a sufficient number of qualified personnel to support or keep pace with our planned growth. 13

If Table weof ~~are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer.~~Contents

~~Our~~Natural ~~business~~disasters ~~depends, in part, on our ability to identify~~ and ~~protect proprietary information and~~ other ~~intellectual~~catastrophic ~~property~~events ~~such~~beyond as our ~~client lists and information and business methods. We rely on a combination of trade secrets~~control, have ~~confidentiality policies, non-disclosure~~ and ~~other~~could ~~contractual~~continue ~~arrangements~~in ~~and~~the ~~copyright~~future ~~and trademark laws~~ to ~~protect~~adversely affect our ~~intellectual~~business ~~property~~operations ~~rights. However, we may not adequately protect these rights,~~ and ~~their~~financial ~~disclosure to, or use by, third parties may harm our competitive position~~performance. ~~Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business.~~

~~Also,~~The ~~third~~occurrence ~~parties~~of ~~may~~the ~~claim~~global ~~that~~COVID‑19 pandemic has had a material adverse effect on our business. A significant number of our customers have temporarily ceased operations ~~infringe~~and onothers ~~their~~have ~~intellectual~~cancelled ~~property~~or ~~rights.~~pushed ~~These~~back ~~claims~~the ~~may~~delivery ~~harm~~of ~~our~~pending ~~reputation~~product orders and/or delayed the start of scheduled theater refurbishing and construction projects. In addition, we have experienced increased challenges in our cost usof ~~money~~acquiring tonew ~~defend~~customers and increased risk in collectability of accounts receivable. As a result of the aforementioned factors, ~~distract~~our financial and operating results for the year ~~attention~~ended June of30, 2026 have been and our ~~management~~projected financial and ~~prevent~~operating usresults ~~from~~for ~~offering~~fiscal ~~some~~2026 ~~services~~will be adversely affected.

~~Confidential~~The ~~intellectual~~occurrence ~~property~~of isone ~~increasingly stored~~ or ~~carried~~more onother ~~mobile~~natural ~~devices~~disasters, such as ~~laptop~~fires, ~~computers~~hurricanes, ~~which~~tornados, ~~increases~~tsunamis, ~~the~~floods ~~risk~~and ofearthquakes; ~~inadvertent~~geo-political ~~disclosure~~events, ~~where~~such ~~the~~as ~~mobile~~civil ~~devices~~unrest ~~are~~in ~~lost~~a orcountry ~~stolen,~~in ~~and~~which ~~the~~our ~~information~~suppliers ~~has~~and/or ~~not~~customers ~~been~~are ~~adequately~~located ~~safeguarded~~ or ~~encrypted.~~terrorist ~~This~~or ~~also~~military ~~makes~~activities itdisrupting ~~easier~~transportation, ~~for~~communication ~~someone~~or ~~with~~utility ~~access to our~~ systems,; or ~~someone~~other ~~who~~highly ~~gains~~disruptive ~~unauthorized access~~events, tosuch ~~steal~~as ~~information~~nuclear ~~and~~accidents, ~~use it to our disadvantage. Advances in technology~~pandemics, ~~which~~unusual ~~permit~~weather ~~increasingly~~conditions ~~large amounts of information to be stored on mobile devices~~ or ~~on third~~cyber-~~party~~attacks, ~~“cloud”~~could ~~servers,~~adversely ~~may~~affect ~~exacerbate~~our ~~these~~operations ~~risks~~and financial performance.

15These factors could also cause, consumer confidence and spending to decrease or result in increased volatility in the United States and global financial markets and economy. Such occurrences have had and could in the future have a material adverse effect on us and could also have indirect consequences such as increases in the costs of insurance if they result in significant loss of property or other insurable damage.

~~Table~~Our ofbusiness ~~Contents~~could be adversely affected by entertainment content provider labor disputes, strikes and shutdowns.

~~Our~~From ~~business~~time ~~could~~to betime, ~~adversely~~entertainment ~~affected~~content byproviders ~~security~~can ~~breaches~~have ~~through~~labor ~~cyber-attacks~~disputes, ~~cyber~~strikes ~~intrusions~~and shutdowns that curtail the production and release of entertainment content featured at the cinema venues that we support. A lack of entertainment content at our customer cinema venues results in revenues losses at the cinema and may impact our customers’ ability to continue with existing or ~~otherwise~~new venue upgrades using our products and services. A lack of entertainment content featured at the cinema venues that we support as a result entertainment content providers labor disputes, strikes and shutdowns could ultimately have an adverse effect on our financial condition and results of operations.

WeTrade ~~face~~disputes risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our information technology networks and related systems. These risks include operational interruption, private data exposure and damage to our relationship with our customers, among others. A security breach involving our networks and related systems could ~~disrupt our operations in numerous ways that could ultimately~~ have ana material adverse ~~effect~~impact on our business, financial condition, liquidity and results of operations.

~~Natural~~Trade ~~disasters~~disputes can lead to the implementing of tariffs on products or on commodities that we use in our operations which could cause significant fluctuations in prices and ~~other~~have ~~catastrophic~~a ~~events~~material ~~beyond~~adverse effect on our ~~control,~~operations ~~including~~and ~~but~~financial ~~not~~results. ~~limited~~In toearly 2025, the ~~COVID-19~~Trump ~~pandemic~~administration announced additional tariffs on various imports from China, ~~has~~Mexico, and ~~could~~Canada, ~~continue~~and signaled a willingness to renegotiate or withdraw from existing trade agreements. A series of executive orders issued in March and April of 2025 proposed significant changes to U.S. trade policy, including a baseline 10% tariff on a broad range of imported goods, unless replaced by higher country-specific rates. These actions have prompted actual or threatened retaliatory measures against U.S. exports. However, there is currently significant uncertainty about potential trade actions or how they may affect our business. We cannot predict the impact that future ~~adversely~~trade ~~affect~~policy or the terms of any negotiated trade agreements may have on our business ~~operations~~or ~~and~~on ~~financial~~our ~~performance~~industry.

~~The~~We ~~occurrence~~are ofsubject ~~the~~to ~~global COVID-19 pandemic has had a material adverse effect on our business. A significant number of our customers have temporarily ceased operations and others have cancelled or pushed back~~ the ~~delivery~~rules ~~of pending product orders~~ and~~/or~~ ~~delayed~~regulation ~~the start~~ of scheduled theater refurbishing and construction projects. In addition, we have experienced increased challenges in our cost of acquiring new customers and increased risk in collectability of accounts receivable. As a result of the ~~aforementioned~~NYSE ~~factors,~~American ~~our~~stock ~~financial~~exchange and ~~operating~~are ~~results~~required ~~for~~to ~~the year~~comply ~~ended~~with ~~June~~certain ~~30,~~continued ~~2024~~exchange ~~have~~listing ~~been~~standards and ~~our~~requirements ~~projected~~or ~~financial and operating results for fiscal 2024 will~~ be ~~adversely~~subject ~~affected~~to delisting.

~~The~~Our ~~occurrence~~common ofstock ~~one~~is orcurrently ~~more~~listed ~~other~~on ~~natural~~and ~~disasters,~~subject ~~such~~to asthe ~~fires~~rules and regulations of, ~~hurricanes~~the NYSE American, ~~tornados~~LLC stock exchange (“NYSE American”). As a result, ~~tsunamis~~the Company is required to comply with certain continuing listing standards to continue to trade its stock on the NYSE American. For example, ~~floods~~in the event our shares of common stock trade at a low price and ~~earthquakes;~~for ~~geo-political~~a ~~events~~substantial period of time determined by NYSE American, the Company may be notified to take certain action to regain compliance with such aslisting ~~civil~~requirement, ~~unrest~~which inmay include effecting a ~~country~~reverse instock ~~which~~split ~~our~~within ~~suppliers~~a ~~and/~~reasonable time or ~~customers~~face ~~are~~the ~~located~~possibility orof ~~terrorist~~having orits ~~military~~stock ~~activities~~delisted ~~disrupting~~by ~~transportation~~NYSE American. Also, ~~communication~~we ormust ~~utility~~be ~~systems;~~current orin ~~other~~our ~~highly~~SEC ~~disruptive~~reporting ~~events,~~obligations. If the Company fails to meet one or a combination of such ascontinued ~~nuclear~~listing ~~accidents~~standards, ~~pandemics,~~the ~~unusual~~NYSE ~~weather~~American ~~conditions~~may orseek ~~cyber-attacks,~~to ~~could~~delist the Company’s shares. Action taken by the NYSE American to delist our stock may adversely ~~affect~~impact the trading price and trading volume of our ~~operations~~shares and ~~financial~~adversely ~~performance~~affect the Company’s ability raise additional equity or equity linked financing. There can be no assurance we will continue to meet all of the NYSE American’s continued listing requirements.

~~The~~Our ~~occurrence~~business ofdepends ~~the~~on ~~global~~motion ~~COVID-19~~picture ~~pandemic~~production ~~has~~and ~~resulted~~performance ~~in,~~ and ~~such~~is ~~other~~subject events could result in, among other things, operational disruptions, or disruption of one or more of our properties or properties used by third parties in connection with the supply of products or services to ~~us,~~intense ~~the lack of an adequate workforce in parts or all of our operations and communications and transportation disruptions. The occurrence of the global COVID-19 pandemic has caused~~competition, ~~and~~including these factors could also cause, consumer confidence and spending to decrease or result in increased volatility in the United States and global financial markets and economy. Such occurrences have had and could in the future have a material adverse effect on us and could also have indirect consequences such as increases in ~~the~~alternative ~~costs~~film ofdelivery ~~insurance~~methods ~~if they result in significant loss of property~~ or other ~~insurable~~forms ~~damage~~of entertainment.

Our ability to operate successfully depends upon the availability, diversity and appeal of motion pictures, our ability to sell our products to the motion pictures industry and the performance of such motion pictures in our markets. The most attended films are usually released during the summer and the calendar year-end holidays, making our business ~~could~~seasonal. bePoor ~~adversely~~performance ~~affected~~of, or any disruption in the production of these motion pictures (including by ~~entertainment~~reason ~~content~~of ~~provider~~a ~~labor~~strike ~~disputes~~or lack of adequate financing), ~~strikes~~a reduction in, or suspension of, the marketing efforts of the major motion picture studios, the choice by distributors to release fewer feature-length movies theatrically, or the choice to release feature-length movies directly to video streaming or Premium Video on Demand (PVOD) platforms in lieu of a theatrical release, could hurt our business and ~~shutdowns~~results of operations. Conversely, the successful performance of these motion pictures, particularly the sustained success of any one motion picture, or an increase in effective marketing efforts of the major motion picture studios and extension of the exclusive theatrical release windows, may generate positive results for our business and operations in a specific fiscal quarter or year that may not necessarily be indicative of, or comparable to, future results of operations.

~~From~~Motion ~~time~~picture toproduction ~~time,~~is ~~entertainment~~highly ~~content~~dependent ~~providers~~on ~~can have~~ labor ~~disputes, strikes and shutdowns~~ that ~~curtail~~is ~~the~~subject ~~production~~to ~~and~~various ~~release~~collective ofbargaining ~~entertainment~~agreements. ~~content~~Strikes ~~featured~~by at the ~~cinema~~Writers ~~venues~~Guild ~~that we support. A lack~~ of ~~entertainment~~America ~~content~~and atthe ~~our~~Screen ~~customer cinema~~Actors ~~venues~~Guild-American ~~results~~Federation inof ~~revenues~~Television ~~losses at the cinema~~ and ~~may~~Radio ~~impact~~Artists ~~our~~during ~~customers’~~2023 ~~ability~~halted toproduction ~~continue~~of ~~with~~motion ~~existing~~pictures orfor ~~new~~several ~~venue~~months ~~upgrades using our products~~ and ~~services. A~~are ~~lack~~expected ofto ~~entertainment~~delay ~~content~~or ~~featured~~otherwise ataffect the ~~cinema~~supply, ~~venues~~of ~~that~~certain wemotion ~~support as a result entertainment content providers labor disputes~~pictures, ~~strikes~~ and ~~shutdowns~~thus ~~could~~the ~~ultimately~~demand ~~have~~for ~~an adverse effect on~~ our ~~financial condition and results of operations~~products.

Other film and content delivery methods, including video streaming, network, syndicated cable and satellite television, as well as video-on-demand, pay-per-view services, subscription streaming services, and social media platforms may also affect our business negatively. We also compete for the public’s leisure time and disposable income with other forms of entertainment, including sporting events, video gaming, social media, amusement parks, live music concerts, live theater, and restaurants. An increase in the popularity of these alternative film delivery methods and other forms of entertainment could reduce the demand for our products and materially and adversely affect our business and results of operations.

Risks Related to Ownership of Our Common Stock

An active trading market may not develop or continue to be liquid and the market price of shares of our common stock may be volatile.

Prior to the listing of our common stock on NYSE American, there was no public market for any of our securities, and an active market for our common stock may not develop or be sustained after, which could depress the market price of shares of our common stock and could affect the ability of our stockholders to sell our common stock. In the absence of an active public trading market, investors may not be able to liquidate their investments in our common stock. An inactive market may also impair our ability to raise capital by selling shares of our common stock, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using shares of our common stock as consideration.

The public price of our common stock could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

16● changes in the industries in which we operate;

~~Table~~● variations in our operating performance and the performance of ~~Contents~~our competitors in general;

~~Risks~~● ~~Related~~actual toor ~~Ownership~~anticipated offluctuations ~~Our~~in ~~Common~~our ~~Stock~~quarterly or annual operating results;

We● dopublication ~~not~~of ~~know~~research ~~whether~~reports anby ~~active,~~securities ~~liquid~~analysts ~~and~~about ~~orderly~~us ~~trading~~or ~~market will develop for~~ our ~~Common~~competitors ~~Stock~~ or ~~what the market price of~~ our ~~Common Stock will be and as a result it may be difficult for you to sell your shares of our Common Stock.~~industry;

~~Prior~~● tothe ~~completion of our initial~~ public’s ~~offering~~reaction into ~~July 2021, there was no market for the shares of~~ our ~~Common~~press ~~Stock and~~releases, ~~although~~ our ~~Common~~other ~~Stock~~public isannouncements listed on NYSE American, an active trading market for these securities may never develop or be sustained. The lack of an active market may impair your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. Further, an inactive market may also impair our ability to raise capital by selling shares of our Common Stock and ~~may impair~~ our ~~ability~~filings towith ~~enter~~the into collaborations or acquire companies or products by using our shares of Common Stock as consideration. The market price of our Common Stock may be volatile, and you could lose all or part of your investment.SEC;

~~Our~~● ~~operating~~our ~~results~~failure ~~and~~or ~~share~~the ~~price~~failure ~~may~~of beour ~~volatile~~competitors ~~and~~to ~~the~~meet ~~market~~analysts’ ~~price~~projections ofor ~~our~~guidance ~~Common~~that ~~Stock~~we or our competitors may ~~decrease.~~give to the market;

~~Our~~● ~~quarterly~~additions ~~operating results have in the past fluctuated~~ and ~~are~~departures ~~likely to do so in the future. As a result, the trading price~~ of ~~the~~key shares of our Common Stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Report, these factors include:personnel;

● ~~the~~changes ~~success~~in oflaws ~~competitive~~and ~~products~~regulations oraffecting ~~technologies~~our business;

● ~~actual~~commencement of, or ~~anticipated~~involvement ~~changes~~ in, ~~our~~litigation ~~growth~~involving ~~rate relative to our competitors~~us;

● ~~announcements~~changes byin usour orcapital ~~our~~structure, ~~competitors~~such ofas ~~significant~~future ~~acquisitions,~~issuances ~~strategic~~of ~~partnerships,~~securities ~~joint~~or ~~ventures,~~the ~~collaborations~~incurrence orof ~~capital~~additional ~~commitments~~debt;

● ~~regulatory~~the orvolume ~~legal~~of ~~developments~~shares inof ~~the~~our ~~United~~common ~~States~~stock ~~and~~available ~~other~~for ~~countries~~public sale; and

● ~~the~~general ~~recruitment~~economic orand ~~departure~~political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of ~~key~~war ~~personnel;~~or terrorism.

●In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the ~~level~~market prices of ~~expenses;~~equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

●Our ~~changes~~operating inresults ~~our~~and ~~backlog~~share inprice amay ~~given~~be ~~period;~~volatile and the market price of our Common Stock may decrease.

●Our ~~seasonality~~quarterly operating results have in ~~our~~the ~~business~~past fluctuated and are likely to do so in the future. As a result, ~~specifically~~the trading price of the shares of our ~~second~~Common ~~fiscal~~Stock ~~quarter~~is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which isare ~~traditionally~~beyond ~~weaker;~~our control. In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Report, these factors include:

● ~~actual~~the orsuccess ~~anticipated~~of ~~changes~~competitive inproducts ~~estimates as to financial results, development timelines~~ or ~~recommendations by securities analysts~~technologies;

● ~~variations~~actual ~~in our financial results~~ or ~~those~~anticipated ofchanges ~~companies~~in ~~that~~our ~~are~~growth ~~perceived~~rate torelative ~~be similar~~ to usour competitors;

● ~~fluctuations~~announcements inby ~~the~~us ~~valuation~~or our competitors of ~~companies~~significant ~~perceived~~acquisitions, bystrategic ~~investors~~partnerships, tojoint beventures, ~~comparable~~collaborations toor uscapital commitments;

● ~~inconsistent~~regulatory ~~trading~~or ~~volume~~legal ~~levels~~developments ofin ~~our~~the ~~shares~~United States and other countries;

● ~~announcement~~the recruitment or ~~expectation~~departure of ~~additional~~key ~~financing efforts~~personnel;

● ~~sales~~the level of ~~our Common Stock by us, our insiders or our other stockholders~~expenses;

● ~~market~~changes ~~conditions~~ in ~~the~~our ~~digital~~backlog ~~cinema~~in ~~sector;~~a ~~and~~given period;

17 14

Table of Contents

● ~~general~~seasonality ~~economic~~in our business, ~~industry~~specifically ~~and~~our ~~market~~second ~~conditions.~~fiscal quarter which is traditionally weaker;

~~These~~● ~~and~~actual other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or ~~prevent~~anticipated ~~investors~~changes ~~from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, the stock market~~ in ~~general,~~estimates ~~and~~as ~~companies in our markets in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate~~ to ~~the~~financial ~~operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common Stock~~results, ~~regardless~~development oftimelines ~~our actual operating performance. The realization of any of these risks~~ or ~~any~~recommendations ofby asecurities ~~broad range of other risks, including those described in these “Risk Factors,” could have a dramatic and material adverse impact on the market price of the shares of our Common Stock.~~analysts;

We● ~~may~~variations bein ~~subject~~our tofinancial ~~securities~~results ~~litigation,~~or ~~which~~those isof ~~expensive~~companies ~~and~~that ~~could~~are ~~divert~~perceived ~~management~~to ~~attention.~~be similar to us;

~~The~~● ~~market~~fluctuations ~~price~~in of the ~~shares~~valuation of ~~our Common Stock may be volatile, and in the past~~ companies ~~that~~perceived ~~have~~by ~~experienced~~investors ~~volatility in the market price of their securities have been subject~~ to ~~securities class action litigation. We may~~ be ~~the~~comparable ~~target~~to ~~of this type of litigation in the future. Securities litigation against~~ us ~~could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.~~;

~~Insiders~~● ~~exercise~~inconsistent ~~significant~~trading ~~control~~volume ~~over~~levels of our ~~company and all corporate matters.~~shares;

~~Our~~● ~~directors~~announcement ~~and~~or ~~executive~~expectation ~~officers beneficially owned, in the aggregate, approximately 34.9%~~ of our outstanding capital stock as of September 26, 2024. As a result, if they act together, these stockholders will be able to exercise significant influence over all matters submitted to our stockholders for approval, including the election of directors and approval of significant corporate transactions, such as (i) making changes to our certificate of incorporation whether to issue additional ~~Common~~financing ~~Stock and preferred stock, including to itself, (ii) employment decisions, including compensation arrangements~~efforts; and (iii) whether to enter into material transactions with related parties. This concentration of ownership may also have the effect of delaying or preventing a third party from acquiring control of our company, which could adversely affect the price of our Common Stock.

We● ~~are~~sales ~~an “emerging growth company” and we intend to take advantage~~ of ~~reduced~~our ~~disclosure~~Common ~~and~~Stock ~~governance~~by ~~requirements applicable to emerging growth companies~~us, ~~which~~our ~~could~~insiders ~~result~~or in our ~~shares~~other ~~of Common Stock being less attractive to investors.~~stockholders;

We● are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our shares of Common Stock less attractive because we will rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market ~~for~~conditions ~~our shares of common stock and the market price of such securities may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company, which~~ in ~~certain circumstances could be for up to five years. We will cease to be an “emerging growth company” upon~~ the ~~earliest~~digital ~~of:~~cinema ~~(1) the~~sector; last day of the fiscal year following the fifth anniversary of our initial public offering, (2) the last day of the first fiscal year in which our annual gross revenues are $1.235 billion or more, (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities, and ~~(4) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act.~~

18● general economic, industry and market conditions.

~~Table~~These and other factors, many of ~~Contents~~which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, the stock market in general, and companies in our markets in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance. The realization of any of these risks or any of a broad range of other risks, including those described in these “Risk Factors,” could have a dramatic and material adverse impact on the market price of the shares of our Common Stock.

~~Our~~We ~~status as an “emerging growth company” under the JOBS Act~~ may ~~make~~be itsubject ~~more~~to ~~difficult~~securities tolitigation, ~~raise~~which ~~capital~~is asexpensive and ~~when~~could wedivert ~~need~~management itattention.

~~Because~~The market price of the ~~exemptions~~shares ~~from~~of ~~various~~our ~~reporting~~Common ~~requirements~~Stock ~~provided to us as an “emerging growth company” we~~ may be ~~less attractive to investors~~volatile, and itin ~~may~~the bepast ~~difficult~~companies ~~for~~that ushave toexperienced ~~raise~~volatility ~~additional~~in ~~capital~~the asmarket ~~and~~price ~~when~~of wetheir ~~need~~securities ~~it.~~have ~~Investors~~been ~~may~~subject ~~be unable~~ to ~~compare~~securities ~~our~~class ~~business~~action ~~with~~litigation. ~~other~~We ~~companies~~may inbe ~~our~~the ~~industry~~target ifof ~~they~~this ~~believe~~type ~~that~~of ~~our~~litigation ~~financial accounting is not as transparent as other companies~~ in ~~our~~the ~~industry~~future. IfSecurities welitigation ~~are~~against ~~unable~~us tocould ~~raise~~result ~~additional~~in ~~capital~~substantial ascosts and ~~when~~divert ~~we need it,~~ our ~~financial~~management’s ~~condition~~attention ~~and~~from ~~results~~other ofbusiness ~~operations~~concerns, ~~may~~which becould ~~materially~~seriously ~~and~~harm ~~adversely~~our ~~affected~~business.

WeInsiders ~~incur~~exercise ~~increased~~significant ~~costs~~control asover aour ~~result of being a public~~ company and ~~our~~all ~~management~~corporate ~~expects to devote substantial time to public company compliance programs~~matters.

AsOur adirectors ~~public~~and ~~company,~~executive weofficers ~~incur~~beneficially ~~significant legal~~owned, ~~insurance,~~in ~~accounting~~the ~~and~~aggregate, ~~other~~approximately ~~expenses~~36% ~~that~~of weour ~~did~~outstanding ~~not~~capital ~~incur~~stock as aof ~~private~~September ~~company. In addition~~26, ~~our~~2025. ~~administrative~~As ~~staff~~a isresult, ~~required~~if tothey ~~perform~~act ~~additional tasks. For example~~together, wethese ~~have~~stockholders ~~adopted~~will ~~additional~~be ~~internal~~able ~~controls~~to ~~and~~exercise ~~disclosure~~significant ~~controls~~influence ~~and~~over ~~procedures and bear~~ all ofmatters ~~the~~submitted ~~internal~~to ~~and external costs of preparing and distributing periodic public reports in compliance with~~ our ~~obligations~~stockholders ~~under~~for ~~the~~approval, ~~securities~~including ~~laws. This investment may result in increased general and administrative expenses and may divert management’s time and attention from~~ the ~~marketing~~election ~~and sale~~ of ~~our products. We maintain~~ directors’ and ~~officers’~~approval ~~insurance~~of ~~coverage~~significant atcorporate atransactions, ~~level~~such ~~that~~as we(i) making ~~believe~~changes isto ~~customary~~our ~~for~~certificate ~~similarly~~of ~~situated~~incorporation ~~companies~~whether ~~and adequate~~ to ~~provide~~issue usadditional ~~with~~Common ~~insurance~~Stock ~~coverage~~and ~~for~~preferred ~~foreseeable risks~~stock, ~~which~~including ~~will~~to ~~increase~~itself, ~~our~~(ii) employment ~~insurance costs. In the future~~decisions, itincluding ~~may~~compensation bearrangements; ~~more expensive for us to obtain director~~ and ~~officer~~(iii) whether ~~liability insurance, and we may be required~~ to ~~accept~~enter ~~reduced~~into ~~coverage~~material ortransactions ~~incur~~with ~~substantially~~related ~~higher~~parties. ~~costs~~This toconcentration ~~obtain~~of ~~coverage.~~ownership ~~These~~may ~~factors could~~ also ~~make~~have itthe ~~more~~effect ~~difficult~~of ~~for~~delaying usor topreventing ~~attract~~a ~~and~~third ~~retain~~party ~~qualified~~from ~~members~~acquiring control of our ~~board of directors~~company, ~~particularly~~which tocould ~~serve~~adversely onaffect ~~our~~the ~~audit~~price ~~committee~~of ~~and~~our ~~compensation~~Common ~~committee, and qualified executive officers~~Stock.

InWe ~~addition,~~are inan ~~order~~“emerging togrowth ~~comply with the requirements of being a public~~ company,” ~~we have undertaken various actions, including implementing new internal controls~~ and ~~procedures and hiring new accounting or internal audit staff. The Sarbanes-Oxley Act requires that~~ we ~~maintain~~intend ~~effective disclosure controls and procedures and internal control over financial reporting. We are continuing~~ to ~~develop~~take ~~and~~advantage ~~refine~~of ~~our~~reduced disclosure ~~controls~~ and ~~other~~governance ~~procedures~~requirements ~~that~~applicable ~~are designed~~ to ~~ensure~~emerging ~~that~~growth ~~information required to be disclosed by us in the reports that we file with the Securities and Exchange Commission~~companies, orwhich ~~Commission,~~could isresult ~~recorded, processed, summarized and reported within the time periods specified~~ in ~~the Commission’s rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to~~ our ~~principal~~shares ~~executive and financial officers. Any failure to develop or maintain effective controls could adversely affect the results~~ of ~~periodic~~Common ~~management~~Stock ~~evaluations.~~being Inless ~~the~~attractive ~~event that we are not able~~ to demonstrate compliance with the Sarbanes-Oxley Act, that our internal control over financial reporting is perceived as inadequate, or that we are unable to produce timely or accurate financial statements, investors ~~may lose confidence in our operating results and the price of our common stock could decline~~. ~~In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on NYSE American.~~

We ~~have~~are ~~identified~~an ~~material~~“emerging ~~weaknesses~~growth incompany,” ~~our~~as ~~internal~~defined ~~control~~in ~~over~~the ~~financial~~JOBS ~~reporting~~Act, and ~~may~~we ~~identify~~intend ~~additional~~to ~~material~~take ~~weaknesses~~advantage inof ~~the~~certain ~~future~~exemptions from various reporting requirements that ~~may~~are ~~cause~~applicable usto other public companies that are not emerging growth companies including, but not limited to, ~~fail~~not being required to ~~meet~~comply ~~our~~with ~~reporting~~the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations orregarding ~~result~~executive compensation in ~~material~~our ~~misstatements~~periodic ofreports ~~our~~and ~~financial~~proxy statements., Ifand weexemptions ~~fail~~from tothe ~~remediate~~requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any ~~material~~golden ~~weaknesses~~parachute orpayments not previously approved. We cannot predict if investors will find our shares of Common Stock less attractive because we ~~fail~~will torely ~~establish~~on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our shares of common stock and ~~maintain~~the ~~effective~~market ~~control~~price ~~over~~of ~~financial~~such securities may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company, ~~our~~which ~~ability~~in certain circumstances could be for up to ~~accurately~~five years. ~~and~~We ~~timely~~will ~~report~~cease to be an “emerging growth company” upon the earliest of: (1) the last day of the fiscal year following the fifth anniversary of our ~~financial~~initial ~~results~~public ~~could~~offering, (2) the last day of the first fiscal year in which our annual gross revenues are $1.235 billion or more, (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities, and (4) the date on which we are deemed to be ~~adversely~~a ~~affected~~“large accelerated filer” as defined in the Exchange Act.

~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-~~ 15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

19 Table of Contents

~~Table~~Our ofstatus ~~Contents~~as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.

~~Under~~Because of the ~~supervision~~exemptions ~~and~~from ~~with~~various ~~the~~reporting ~~participation~~requirements ofprovided ~~our~~to ~~management,~~us ~~including~~as ~~our~~an ~~Chief~~“emerging ~~Executive~~growth ~~Officer~~company” ~~(our~~we ~~principal~~may ~~executive~~be ~~officer)~~less attractive to investors, and ~~Chief~~it ~~Financial~~may ~~Officer~~be ~~(our~~difficult ~~principal~~for ~~financial~~us ~~officer~~to ~~and~~raise ~~principal~~additional ~~accounting~~capital ~~officer),~~as and when we ~~performed~~need anit. ~~assessment~~Investors ofmay ~~the~~be ~~Company’s~~unable ~~significant~~to ~~processes~~compare ~~and~~our ~~key~~business ~~controls.~~with ~~Based~~other oncompanies ~~this~~in ~~assessment,~~our ~~management~~industry ~~concluded~~if they believe that our ~~internal~~financial ~~controls~~accounting ~~over~~is ~~financial~~not ~~reporting~~as ~~were~~transparent ~~not~~as ~~effective~~other companies in our industry. If we are unable to raise additional capital as ofand ~~June~~when 30we need it, ~~2024~~our ~~due~~financial tocondition ~~the~~and ~~material~~results ~~weaknesses~~of ~~described~~operations ~~below~~may be materially and adversely affected.

AWe ~~material~~incur ~~weakness~~increased iscosts ~~defined within the Public Company Accounting Oversight Board’s Auditing Standard No. 5~~ as a ~~deficiency~~result ~~or a combination~~ of ~~deficiencies,~~being ~~in internal control over financial reporting, such that there is~~ a ~~reasonable~~public ~~possibility~~company ~~that~~and aour ~~material~~management ~~misstatement~~expects ofto ~~the~~devote ~~Company’s~~substantial ~~annual~~time orto ~~interim~~public ~~financial~~company ~~statements~~compliance ~~will not be prevented or detected on a timely basis~~programs. ~~We determined that our internal control over financial reporting had the following material weaknesses:~~

~~Prior~~As toa ~~the~~public ~~completion~~company, ofwe ~~our~~incur ~~IPO~~significant legal, insurance, accounting and other expenses that we ~~had~~did ~~been~~not incur as a private company. ~~with~~In ~~limited~~addition, ~~accounting~~our ~~personnel~~administrative ~~and~~staff ~~other~~is ~~resources~~required to ~~address~~perform ~~our~~additional tasks. For example, we have adopted additional internal ~~control~~controls ~~over~~and ~~financial~~disclosure ~~reporting.~~controls ~~During~~and procedures and bear all of the ~~course~~internal and external costs of preparing ~~our~~and ~~consolidated~~distributing ~~financial~~periodic ~~statements~~public ~~for~~reports ~~the~~in ~~years~~compliance ~~ended~~with ~~June~~our ~~30,~~obligations ~~2024~~under ~~and~~the ~~2023,~~securities welaws. ~~determined~~This ~~that~~investment wemay ~~had~~result ~~material~~in ~~weaknesses~~increased ingeneral ~~our~~and ~~internal~~administrative ~~control~~expenses ~~over~~and ~~financial~~may ~~reporting~~divert ~~relating~~management’s totime ~~(i)~~and attention from the ~~design~~marketing and ~~operation~~sale of our ~~closing~~products. We maintain directors’ and ~~financial~~officers’ ~~reporting~~insurance ~~process,~~coverage ~~(ii)~~at ~~the~~a ~~fact~~level that we ~~had~~believe nois ~~formal~~customary orfor ~~documented~~similarly ~~accounting~~situated ~~policies~~companies orand ~~procedures~~adequate to provide us with insurance coverage for foreseeable risks, ~~(iii)~~which will increase our insurance costs. In the ~~fact~~future, ~~that~~it ~~certain~~may ~~segregation~~be ofmore ~~duties~~expensive ~~issues~~for ~~existed~~us to obtain director and ~~(iv)~~officer ~~the~~liability ~~fact~~insurance, ~~that~~and ~~there~~we ~~was~~may nobe ~~formal~~required ~~review~~to ~~process~~accept ~~around~~reduced ~~journal~~coverage ~~entries~~or ~~recorded~~incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

~~For~~In aaddition, ~~discussion~~in order to comply with the requirements of ~~our~~being ~~remediation~~a ~~plan~~public company, ~~see~~we ~~Item 9A~~have ~~“Controls~~undertaken various actions, including implementing new internal controls and ~~Procedures”~~procedures and hiring new accounting or internal audit staff. The ~~actions~~Sarbanes-Oxley Act requires that we ~~have~~maintain ~~taken~~effective disclosure controls and procedures and internal control over financial reporting. We are ~~subject~~continuing to ~~continued~~develop ~~review,~~and ~~supported~~refine byour ~~confirmation~~disclosure controls and ~~testing~~other procedures that are designed to ensure that information required to be disclosed by ~~management.~~us ~~While~~in the reports that we ~~have~~file ~~implemented~~with athe ~~plan~~Securities toand ~~remediate~~Exchange ~~these~~Commission, ~~weaknesses~~or Commission, weis ~~cannot~~recorded, ~~assure~~processed, ~~you~~summarized and reported within the time periods specified in the Commission’s rules and forms, and that weinformation ~~will~~required to be ~~able~~disclosed in reports under the Exchange Act is accumulated and communicated to ~~remediate~~our ~~this~~principal ~~weakness,~~executive ~~which~~and financial officers. Any failure to develop or maintain effective controls could ~~impair~~adversely ~~our~~affect ~~ability~~the results of periodic management evaluations. In the event that we are not able to ~~accurately~~demonstrate ~~and~~compliance ~~timely~~with ~~report~~the Sarbanes-Oxley Act, that our internal control over financial ~~position~~reporting is perceived as inadequate, or that we are unable to produce timely or accurate financial statements, investors may lose confidence in our operating results and the price of ~~operations~~our orcommon ~~cash~~stock ~~flows~~could decline. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on NYSE American.

~~Our~~We ~~failure~~have toidentified ~~remediate the~~ material weaknesses ~~identified~~in ~~above~~our orinternal ~~the~~control ~~identification~~over offinancial reporting and may identify additional material weaknesses in the future, ~~could~~that ~~adversely~~may ~~affect~~cause ~~our~~us ~~ability~~ to ~~report~~fail ~~financial~~to ~~information,~~meet ~~including~~ our ~~filing~~reporting ofobligations ~~quarterly~~ or ~~annual~~result ~~reports~~in ~~with~~material ~~the~~misstatements ~~Commission~~of onour afinancial ~~timely and accurate basis~~statements. ~~Moreover,~~If ~~our~~we ~~failure~~fail to remediate ~~the~~any material ~~weakness~~weaknesses ~~identified above~~ or ~~the~~if ~~identification~~we offail ~~additional~~to ~~material~~establish ~~weaknesses~~and ~~could~~maintain ~~prohibit~~effective uscontrol ~~from~~over ~~producing timely and accurate~~ financial ~~statements~~reporting, ~~which~~our ~~may~~ability ~~adversely~~to ~~affect~~accurately ~~the~~and ~~market~~timely ~~price~~report ~~of shares of~~ our ~~common~~financial ~~stock,~~results ~~and~~could ~~we may~~ be ~~unable~~adversely ~~to maintain compliance with NYSE American listing requirements~~affected.

~~Because~~Our wemanagement dois ~~not~~responsible ~~anticipate~~for ~~paying~~establishing ~~any~~and ~~cash~~maintaining ~~dividends~~adequate oninternal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our ~~capital~~financial ~~stock~~reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the ~~foreseeable~~United ~~future,~~States. ~~capital~~Internal ~~appreciation,~~control ifover ~~any~~financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, ~~will~~and bethat ~~your~~our ~~sole~~receipts ~~source~~and expenditures are being made only in accordance with the authorization of ~~potential~~our ~~gain~~board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

WeUnder ~~have~~the ~~never~~supervision ~~declared~~and orwith ~~paid~~the ~~cash~~participation ~~dividends~~of on our ~~capital~~management, ~~stock.~~including Weour ~~currently~~Chief ~~intend~~Executive toOfficer ~~retain~~(our ~~all~~principal ofexecutive ~~our~~officer) ~~future~~and ~~earnings,~~Chief ifFinancial ~~any,~~Officer to(our ~~finance~~principal ~~the~~financial ~~growth~~officer and ~~development~~principal ofaccounting ~~our~~officer), ~~business.~~we Inperformed ~~addition,~~an ~~the~~assessment ~~terms~~ of ~~any~~the ~~future~~Company’s ~~debt~~significant ~~agreements~~processes ~~may~~and ~~preclude~~key ~~us from paying dividends~~controls. AsBased aon ~~result,~~this ~~capital appreciation~~assessment, ifmanagement ~~any,~~concluded ofthat our ~~shares~~internal ofcontrols ~~Common~~over ~~Stock~~financial ~~will~~reporting bewere ~~your~~not ~~sole~~effective ~~source~~as of ~~gain~~June ~~for~~30, 2025 due to the ~~foreseeable~~material ~~future~~weaknesses described below.

~~Our~~A ~~issuance~~material ofweakness ~~additional~~is ~~capital~~defined ~~stock~~within inthe ~~connection~~Public ~~with~~Company ~~financings,~~Accounting ~~acquisitions,~~Oversight ~~investments~~Board’s Auditing Standard No. 5 as a deficiency or a combination of deficiencies, ~~our~~in ~~equity~~internal ~~incentive~~control ~~plans~~over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or ~~otherwise~~interim financial statements will ~~dilute~~not ~~all~~be ~~other~~prevented ~~stockholders~~or detected on a timely basis. We determined that our internal control over financial reporting had the following material weaknesses:

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We also expect to grant equity awards to employees, directors, and consultants under our equity incentive plans. All the shares of Common Stock subject to outstanding awards and reserved for issuance under our equity incentive plans have been registered on Form S-8 under the Securities Act and such shares are eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates. We may also raise capital through equity financings in the future. As part of our business strategy, we may acquire or make investments in complementary companies, products, or technologies, and issue equity securities to pay for any such acquisition or investment. Furthermore, if our existing stockholders sell, or indicate an intention to sell, substantial amounts of our Common Stock in the public market, then the trading price of our Common Stock could decline. Any such issuances of additional capital stock, sale of Common Stock by existing stockholders, or the perception in the market of stock issuances or sales, may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Common Stock to decline. 16

20 Table of Contents

~~Table~~Prior to the completion of ~~Contents~~our IPO, we had been a private company with limited accounting personnel and other resources to address our internal control over financial reporting. During the course of preparing our consolidated financial statements for the years ended June 30, 2025 and 2024, we determined that we had material weaknesses in our internal control over financial reporting relating to (i) the design and operation of our closing and financial reporting process, (ii) the fact that we had no formal or documented accounting policies or procedures, (iii) the fact that certain segregation of duties issues existed and (iv) the fact that there was no formal review process around journal entries recorded.

~~Some~~For ~~provisions~~a discussion of our ~~charter~~remediation ~~documents~~plan, see Item 9A “Controls and ~~Delaware~~Procedures”. ~~law~~The ~~may~~actions we have ~~anti-takeover~~taken ~~effects~~are ~~that~~subject ~~could~~to ~~discourage~~continued anreview, ~~acquisition~~supported ofby usconfirmation and testing by ~~others~~management. While we have implemented a plan to remediate these weaknesses, ~~even~~we ifcannot anassure ~~acquisition~~you ~~would~~that we will be ~~beneficial~~able to ~~our~~remediate ~~stockholders~~this ~~and~~weakness, ~~may~~which ~~prevent~~could ~~attempts~~impair by our ~~stockholders~~ability to ~~replace~~accurately orand ~~remove~~timely report our ~~current~~financial ~~management~~position, results of operations or cash flows.

~~Provisions~~Our infailure ~~our~~to ~~Certificate~~remediate ofthe ~~Incorporation~~material ~~and~~weaknesses ~~Bylaws,~~identified asabove ~~well~~or asthe ~~provisions~~identification of ~~Delaware~~additional ~~law~~material weaknesses in the future, could ~~make~~adversely itaffect ~~more~~our ~~difficult~~ability ~~for~~to report financial information, including our filing of quarterly or annual reports with the Commission on a ~~third~~timely ~~party~~and accurate basis. Moreover, our failure to ~~acquire~~remediate usthe ormaterial ~~increase~~weakness identified above or the ~~cost~~identification of ~~acquiring~~additional material weaknesses could prohibit us from producing timely and accurate financial statements, ~~even~~which ifmay ~~doing~~adversely soaffect ~~would~~the ~~benefit~~market price of shares of our ~~stockholders~~common stock, orand ~~remove~~we ~~our~~may ~~current~~be ~~management.~~unable ~~These~~to ~~include~~maintain ~~provisions~~compliance ~~that:~~with NYSE American listing requirements.

●Because ~~permit~~we ~~our~~do ~~board~~not ofanticipate ~~directors~~paying toany ~~issue~~cash updividends toon ~~10,000,000~~our ~~additional~~capital ~~shares~~stock ofin ~~preferred~~the ~~stock~~foreseeable future, ~~with~~capital ~~any~~appreciation, ~~rights~~if any, ~~preferences~~will ~~and~~be ~~privileges~~your assole ~~they~~source ~~may~~of ~~designate;~~potential gain.

●We ~~provide~~have ~~that~~never ~~all~~declared ~~vacancies~~or paid cash dividends on our ~~board~~capital stock. We currently intend to retain all of ~~directors~~our future earnings, ~~including~~if asany, ato ~~result~~finance the growth and development of ~~newly~~our ~~created~~business. ~~directorships~~In addition, the terms of any future debt agreements may, ~~except~~preclude asus ~~otherwise~~from ~~required~~paying bydividends. ~~law,~~As bea ~~filled~~result, bycapital ~~the~~appreciation, ~~affirmative~~if ~~vote~~any, of aour ~~majority~~shares of ~~directors~~Common ~~then~~Stock inwill ~~office,~~be ~~even~~your ifsole ~~less~~source ~~than~~of again ~~quorum;~~for the foreseeable future.

●Our ~~require~~issuance ~~that~~of ~~any~~additional ~~action~~capital tostock bein ~~taken~~connection bywith ~~our~~financings, ~~stockholders~~acquisitions, ~~must~~investments, beour ~~affected~~equity atincentive aplans, ~~duly called annual~~ or ~~special~~otherwise ~~meeting~~will ofdilute ~~stockholders~~all ~~and~~other ~~not be taken by written consent;~~stockholders.

●We ~~provide~~expect to issue additional capital stock in the future that will result in dilution to all other stockholders. ~~seeking~~We also expect to ~~present~~grant ~~proposals~~equity ~~before~~awards ato ~~meeting~~employees, directors, and consultants under our equity incentive plans. All the shares of ~~stockholders~~Common orStock subject to ~~nominate~~outstanding ~~candidates~~awards and reserved for ~~election~~issuance asunder ~~directors~~our atequity aincentive ~~meeting~~plans have been registered on Form S‑8 under the Securities Act and such shares are eligible for sale in the public markets, subject to Rule 144 limitations applicable to affiliates. We may also raise capital through equity financings in the future. As part of ~~stockholders~~our ~~must~~business ~~provide~~strategy, ~~advance~~we ~~notice~~may acquire or make investments in ~~writing~~complementary companies, products, or technologies, and ~~also~~issue ~~satisfy~~equity ~~requirements~~securities asto pay for any such acquisition or investment. Furthermore, if our existing stockholders sell, or indicate an intention to sell, substantial amounts of our Common Stock in the ~~form~~public ~~and~~market, ~~content~~then the trading price of aour ~~stockholder’s~~Common ~~notice;~~Stock could decline. Any such issuances of additional capital stock, sale of Common Stock by existing stockholders, or the perception in the market of stock issuances or sales, may cause stockholders to experience significant dilution of their ownership interests and the per share value of our Common Stock to decline.

●Some ~~not~~provisions ~~provide~~of ~~for~~our ~~cumulative~~charter ~~voting~~documents ~~rights,~~and ~~thereby~~Delaware ~~allowing~~law ~~the~~may ~~holders~~have ofanti-takeover aeffects ~~plurality~~that ofcould ~~the~~discourage ~~shares~~an acquisition of ~~Common~~us ~~Stock~~by ~~entitled~~others, toeven ~~vote~~if inan ~~any~~acquisition ~~election~~would ofbe ~~directors~~beneficial to ~~elect~~our ~~all~~stockholders ofand ~~the~~may ~~directors~~prevent ~~standing~~attempts ~~for~~by ~~election~~our stockholders to replace or remove our current management.

~~These~~Provisions ~~provisions~~in ~~may frustrate or prevent any attempts by~~ our ~~stockholders~~Certificate ~~to replace or remove our current management by making it more difficult for stockholders to replace members~~ of ~~our~~Incorporation ~~board~~and ~~of directors~~Bylaws, ~~who~~as ~~are~~well ~~responsible~~as ~~for appointing the members of our management. Because we are incorporated in Delaware, we are governed by the~~ provisions of ~~Section 203 of the~~ Delaware ~~General Corporation Law~~law, ~~which~~could ~~may~~make ~~discourage, delay or prevent someone from acquiring us or merging with us whether or not~~ it ~~is desired by or beneficial to our stockholders. Under Delaware law, a corporation may not, in general, engage in a business combination with any holder of 15% or~~ more ofdifficult ~~its capital stock unless the holder has held the stock~~ for ~~three years~~a ~~or,~~third ~~among~~party ~~other~~to ~~things,~~acquire ~~the~~us ~~board of directors has approved the transaction. Any provision of our Certificate of Incorporation~~ or ~~Bylaws~~increase ~~or Delaware law that has~~ the ~~effect~~cost of ~~delaying~~acquiring orus, ~~deterring~~even aif ~~change~~doing inso ~~control~~would ~~could~~benefit ~~limit the opportunity for~~ our stockholders ~~to receive a premium for their shares of Common Stock~~, ~~and~~or ~~could~~remove ~~also~~our ~~affect~~current ~~the~~management. ~~price~~These ~~that~~include ~~some~~provisions ~~investors are willing to pay for our shares of Common Stock.~~that:

~~Our~~● ~~Bylaws~~permit ~~have~~our anboard ~~exclusive~~of ~~forum~~directors ~~for~~to ~~adjudication~~issue ofup ~~disputes~~to ~~provision~~10,000,000 ~~which~~additional ~~limits~~shares ~~the~~of ~~forum~~preferred tostock, ~~the~~with ~~Delaware~~any ~~Court~~rights, ofpreferences ~~Chancery~~and ~~for~~privileges ~~certain~~as ~~actions~~they ~~against~~may ~~the Company.~~designate;

~~Section 6~~● ofprovide ~~Article VII~~that ofall ~~our~~vacancies ~~Bylaws~~on ~~dictates~~our ~~that~~board ~~the Delaware Court~~ of ~~Chancery~~directors, ~~is the sole and exclusive forum for certain actions~~ including ~~derivative~~as ~~action or proceeding brought on behalf of the Company; an action asserting~~ a ~~breach~~result of ~~fiduciary~~newly ~~duty~~created ~~owed by an officer~~directorships, ~~director~~may, ~~employee~~except oras tootherwise ~~the~~required ~~shareholders~~by ~~of our company; any claim arising under Delaware corporate~~ law;, ~~and~~be ~~any~~filled ~~action asserting a claim governed~~ by the ~~internal~~affirmative ~~affairs~~vote ~~doctrine.~~of ~~These~~a ~~exclusive-forum~~majority ~~provisions~~of dodirectors ~~not~~then ~~apply~~in tooffice, ~~claims~~even ~~under~~if ~~the~~less ~~Securities~~than ~~Act or the Exchange Act. While management believes limiting the forum is~~ a ~~benefit, shareholders could be inconvenienced by not being able to bring an action in another forum they find favorable.~~quorum;

A● ~~Delaware~~require ~~corporation~~that isany ~~allowed~~action to ~~mandate~~be intaken ~~its~~by ~~corporate~~our ~~governance~~stockholders ~~documents~~must abe ~~chosen~~affected ~~forum~~at ~~for~~a ~~the~~duly ~~resolution~~called ofannual ~~state~~or ~~law-based~~special ~~shareholder~~meeting ~~class actions, derivative suits and other intra-corporate disputes. Our management believes limiting state law-based claims to Delaware will provide the most appropriate outcomes as the risk~~ of ~~another~~stockholders ~~forum misapplying Delaware law is avoided, Delaware courts have a well-developed body of case law~~ and ~~limiting~~not ~~the~~be ~~forum~~taken ~~will~~by ~~preclude~~written costly and duplicative litigation and avoids the risk of inconsistent outcomes. Additionally, Delaware Chancery Courts can typically resolve disputes on an accelerated schedule when compared to other forums.consent;

21● provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide advance notice in writing, and also satisfy requirements as to the form and content of a stockholder’s notice; and

~~Table~~● not provide for cumulative voting rights, thereby allowing the holders of ~~Contents~~a plurality of the shares of Common Stock entitled to vote in any election of directors to elect all of the directors standing for election.

~~If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the trading price of our Common Stock and trading volume could decline.~~ 17

~~The~~ Table ~~trading market for our shares~~ of our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our shares of common stock. If no securities or industry analysts commence coverage of our company, the trading price for our shares of our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our securities or publish inaccurate or unfavorable research about our business, the price of our shares of common stock would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our securities could decrease, which might cause the trading price of our shares of common stock and trading volume to decline.Contents

~~Our~~These ~~business~~provisions ~~depends~~may onfrustrate ~~motion~~or ~~picture~~prevent ~~production~~any ~~and~~attempts ~~performance~~by ~~and~~our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, who are responsible for appointing the members of our management. Because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which may discourage, delay or prevent someone from acquiring us or merging with us whether or not it is ~~subject~~desired by or beneficial to ~~intense~~our ~~competition~~stockholders. Under Delaware law, ~~including~~a ~~increases~~corporation may not, in ~~alternative~~general, ~~film~~engage ~~delivery~~in ~~methods~~a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for three years or, among other ~~forms~~things, the board of ~~entertainment~~directors has approved the transaction. Any provision of our Certificate of Incorporation or Bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of Common Stock, and could also affect the price that some investors are willing to pay for our shares of Common Stock.

Our ~~ability~~Bylaws tohave ~~operate~~an ~~successfully~~exclusive ~~depends~~forum ~~upon~~for ~~the~~adjudication ~~availability, diversity and appeal~~ of ~~motion~~disputes ~~pictures,~~provision ~~our~~which ~~ability~~limits ~~to sell our products to~~ the ~~motion~~forum pictures industry and the performance of such motion pictures in our markets. The most attended films are usually released during the summer and the calendar year-end holidays, making our business seasonal. Poor performance of, or any disruption in the production of these motion pictures (including by reason of a strike or lack of adequate financing), a reduction in, or suspension of, the marketing efforts of the major motion picture studios, the choice by distributors to ~~release fewer feature-length movies theatrically, or~~ the ~~choice~~Delaware toCourt ~~release feature-length movies directly to video streaming or Premium Video on Demand (PVOD) platforms in lieu~~ of aChancery ~~theatrical~~for ~~release,~~certain ~~could~~actions ~~hurt~~against ~~our business and results of operations. Conversely,~~ the successful performance of these motion pictures, particularly the sustained success of any one motion picture, or an increase in effective marketing efforts of the major motion picture studios and extension of the exclusive theatrical release windows, may generate positive results for our business and operations in a specific fiscal quarter or year that may not necessarily be indicative of, or comparable to, future results of operationsCompany.

~~Motion~~Section 6 ~~picture~~of ~~production~~Article VII isof ~~highly~~our ~~dependent~~Bylaws ondictates ~~labor~~ that the Delaware Court of Chancery is ~~subject~~the tosole ~~various~~and ~~collective~~exclusive ~~bargaining~~forum ~~agreements.~~for ~~Stikes~~certain byactions ~~the~~including ~~Writers~~derivative ~~Guild~~action ofor ~~America~~proceeding ~~and~~brought on behalf of the ~~Screen~~Company; ~~Actors~~an ~~Guild-American~~action ~~Federation~~asserting a breach of ~~Television~~fiduciary ~~and~~duty ~~Radio~~owed ~~Artists~~by ~~during~~an ~~2023~~officer, ~~halted~~director, ~~production~~employee or to the shareholders of ~~motion~~our ~~pictures~~company; ~~for~~any ~~several~~claim ~~months~~arising under Delaware corporate law; and ~~are~~any ~~expected~~action asserting a claim governed by the internal affairs doctrine. These exclusive-forum provisions do not apply to ~~delay~~claims under the Securities Act or ~~otherwise~~the ~~affect~~Exchange Act. While management believes limiting the ~~supply~~forum is a benefit, ofshareholders ~~certain~~could ~~motion~~be ~~pictures,~~inconvenienced ~~and~~by ~~thus~~not ~~the~~being ~~demand~~able ~~for~~to ~~our~~bring ~~products.~~an action in another forum they find favorable.

~~Other~~A ~~film~~Delaware ~~and~~corporation ~~content~~is ~~delivery~~allowed ~~methods,~~to ~~including~~mandate ~~video~~in ~~streaming,~~its ~~network,~~corporate ~~syndicated~~governance ~~cable~~documents ~~and~~a ~~satellite~~chosen ~~television,~~forum asfor ~~well~~the asresolution ~~video-on-demand,~~of ~~pay~~state law-~~per-view~~based ~~services,~~shareholder ~~subscription~~class ~~streaming services~~actions, ~~and~~derivative ~~social~~suits ~~media~~and ~~platforms~~other ~~may~~intra-corporate ~~also~~disputes. ~~affect~~Our ~~our~~management ~~business~~believes ~~negatively.~~limiting Westate ~~also~~law-based ~~compete~~claims ~~for~~to ~~the~~Delaware ~~public’s~~will ~~leisure~~provide ~~time~~the ~~and~~most ~~disposable~~appropriate ~~income~~outcomes ~~with~~as ~~other~~the ~~forms~~risk of ~~entertainment,~~another ~~including~~forum ~~sporting~~misapplying ~~events,~~Delaware ~~video~~law ~~gaming~~is avoided, ~~social~~Delaware ~~media,~~courts ~~amusement~~have ~~parks,~~a ~~live~~well-developed ~~music~~body ~~concerts,~~of ~~live~~case ~~theatre,~~law and ~~restaurants.~~limiting ~~An increase in~~ the ~~popularity~~forum ofwill ~~these~~preclude ~~alternative~~costly ~~film~~and ~~delivery~~duplicative ~~methods~~litigation and ~~other~~avoids ~~forms~~the risk of ~~entertainment~~inconsistent ~~could~~outcomes. ~~reduce~~Additionally, ~~the~~Delaware ~~demand~~Chancery ~~for~~Courts ~~our~~can ~~products~~typically ~~and~~resolve ~~materially~~disputes ~~adversely~~on ~~affect~~an ~~our~~accelerated ~~business~~schedule ~~and~~when ~~results~~compared ofto ~~operations~~other forums.]

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the trading price of our Common Stock and trading volume could decline.

~~ITEM 1B~~The trading market for our shares of our Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business.~~UNRESOLVED~~ ~~STAFF~~Securities ~~COMMENTS~~and industry analysts do not currently, and may never, publish research on our shares of common stock. If no securities or industry analysts commence coverage of our company, the trading price for our shares of our stock would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover us downgrade our securities or publish inaccurate or unfavorable research about our business, the price of our shares of common stock would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our securities could decrease, which might cause the trading price of our shares of common stock and trading volume to decline.

~~None~~ITEM 1B. UNRESOLVED STAFF COMMENTS

~~ITEM 2~~None.~~PROPERTIES~~

~~Our~~ITEM ~~corporate headquarters is located in Fountain Valley, California, and covers 28,000 square feet pursuant to an operating lease that expires in 2025 at a monthly rental of $14,000~~1C. ~~We also lease an additional 13,000 square foot warehouse facility in Fountain Valley pursuant to an operating lease that expires in 2025 at a monthly rental of $11,000.~~Cybersecurity

We ~~lease~~recognize ~~all~~the importance of ~~our~~cybersecurity ~~facilities~~in safeguarding sensitive information, withstanding and dorecovering ~~not~~from ~~own~~adverse ~~any~~events, ~~real~~and ~~property.~~protecting stockholders' interests. We ~~believe~~currently manage cybersecurity risks by utilizing basic security protocols, such as network monitoring and access controls. Management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes that ~~our~~are ~~facilities~~designed to ensure such potential cybersecurity risks are ~~generally~~monitored, ~~suitable~~putting in place reasonable appropriate mitigation measures and maintaining cybersecurity programs. Any significant incidents are reported to ~~meet~~the ~~our~~board ~~current~~of ~~needs~~directors, however the board of directors does not have a designated cybersecurity committee. During the fiscal year ended June 30, 2025, we have not identified any indication of a cybersecurity incident that would materially affect our business.

22 18

Table of Contents

ITEM 3 2.~~LEGAL PROCEEDINGS~~ PROPERTIES

WeOur ~~are~~corporate ~~not~~headquarters ~~party~~is located in Fountain Valley, California, and covers 14,700 square feet pursuant to ~~any~~an ~~material~~operating ~~pending~~lease ~~legal~~that ~~proceedings~~expires in 2030 at a monthly rental of $20,267. ~~From~~We ~~time~~also tolease ~~time~~an additional 6,300 wesquare ~~may~~foot bewarehouse ~~subject~~facility in Whittier, CA pursuant to ~~legal~~an ~~proceedings~~operating ~~and~~lease ~~claims~~that ~~arising~~expires in ~~the~~2028 ~~ordinary~~at ~~course~~a monthly rental of ~~business~~$6,209.

~~ITEM~~We 4lease all of our facilities and do not own any real property.~~MINE~~ ~~SAFETY~~We ~~DISCLOSURES~~believe that our facilities are generally suitable to meet our current needs.

~~Not applicable~~ITEM 3. LEGAL PROCEEDINGS

~~PART II~~We are not party to any material pending legal proceedings. From time to time, we may be subject to legal proceedings and claims arising in the ordinary course of business.

ITEM 5 4.~~MARKET~~ MINE ~~FOR~~SAFETY ~~REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~DISCLOSURES

~~Market~~Not ~~Information~~applicable.

~~Our Common Stock is listed on the NYSE American under the symbol “MITQ.”~~PART II

~~Holders~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

AsMarket ~~of September 26, 2024, there were 11 holders of record of our Common Stock.~~Information

~~Dividends~~Our Common Stock is listed on the NYSE American under the symbol “MITQ.”

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of our shares of common stock will be your sole source of gain for the foreseeable future.Holders

~~Issuer’s~~As ~~Purchases~~of September 26, 2025, there were 12 holders of ~~Equity~~record ~~Securities~~of our Common Stock.

On March 23, 2023, the Board of Directors re-authorized a stock repurchase program. Under the stock repurchase program, the Company may repurchase up to $1 million of its outstanding Common Stock over the next 12 months. For the years ended June 30, 2023 and June 30, 2024, the Company repurchased a combined total of 1,030,900 shares representing 9.64% of the 9,986,850 outstanding shares at the end of June 30, 2024 at an average price of $0.841 per share. The share repurchase plan ended on June 30, 2024.Dividends


				Total Number of		Approximate
				Shares		Dollar Value of
				Purchased as		Shares that May
	Total Number of			Part of Publicly		Yet Be Purchased
	Shares		Average Price	Announced Plans		Under the Plans
Period	Purchased		Paid per Share	or Programs		or Programs
Mar 23, 2023 - Mar 31, 2023	47,467	$	1.04	47,467	$	951,000
May 18 - Jun 30, 2023	225,153		1.13	225,153		696,000
Nov 1, 2023 - Dec 31, 2023	109,135		0.93	109,135		594,000
Jan 1, 2024 - Mar 31, 2024	260,024		0.77	260,024		363,000
Apr 1, 2024 - Jun 30, 2024	389,121		0.59	389,121		133,000
Total	1,030,900	$	0.81	1,030,900	$	133,000

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the growth and
development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, capital appreciation, if any, of
our shares of common stock will be your sole source of gain for the foreseeable future.

Table of Contents

Unregistered Sales of Equity Securities

23For this fiscal year, there were no unregistered securities to report which have not been previously included in a Quarterly Report on Form 10-Q, Annual Report on Form 10-K, or a Current Report on Form 8-K.

~~Table of Contents~~ITEM 6. RESERVED

~~Securities~~ITEM 7. MANAGEMENT’S ~~Authorized~~DISCUSSION ~~for~~AND ~~Issuance~~ANALYSIS ~~Under~~OF ~~Equity~~FINANCIAL ~~Compensation~~CONDITION ~~Plans~~AND RESULTS OF OPERATIONS

The following ~~table~~discussion ~~summarizes~~and ~~our~~analysis ~~equity~~should ~~compensation~~be ~~plan~~read ~~information~~in asconjunction ofwith ~~June~~the ~~30,~~accompanying ~~2024.~~consolidated Wefinancial ~~have~~statements ~~adopted~~and arelated ~~2019~~notes ~~Omnibus~~included ~~Incentive~~elsewhere ~~Stock~~in ~~Plan~~this ~~(the~~Report. ~~“2019~~This ~~Plan”)~~discussion ~~and~~contains onforward-looking ~~February~~statements ~~24,~~reflecting ~~2022,~~our atcurrent ~~the annual meeting~~expectations, ~~the~~whose ~~stockholders~~actual ofoutcomes ~~the~~involve ~~Company~~risks ~~approved~~and anuncertainties. ~~amendment~~Actual ~~increasing~~results and the ~~number~~timing of ~~stock-based~~events ~~awards~~may ~~available~~differ ~~for~~materially ~~issuance~~from ~~under~~those ~~the~~stated ~~2019~~in ~~Plan~~or ~~from~~implied ~~750,000~~by ~~shares~~these toforward-looking ~~1,500,000~~statements ~~shares.~~due ~~Further~~to ~~information~~a ~~about~~number ~~the~~of ~~2019 Plan~~factors, ~~refer~~including tothose ~~Item~~discussed ~~11.~~in the sections entitled “~~Executive~~Risk ~~Compensation~~Factors” and “Cautionary Note Regarding Forward-Looking ~~2019~~Statements”, ~~Omnibus~~and ~~Incentive~~elsewhere ~~Stock~~in ~~Plan~~this Report.”


			(c)
			Number of
			securities
			remaining
	(a)	(b)	available
	Number of	Weighted-	for future
	securities	average	issuance
	to be issued	exercise	under equity
	upon	price per	compensation
	exercise of	share of	plans
	outstanding	outstanding	(excluding
	options,	options,	securities
	warrants	warrants	reflected in
Plan Category	and rights	and rights	column (a))
Equity compensation plans approved by stockholders	250,000	1.10	1,220,000
Equity compensation plans not approved by stockholders	—	—	—
Total	250,000	1.10	1,220,000

Table of Contents

Overview

~~Unregistered~~We ~~Sales~~are a key provider of ~~Equity~~technology, ~~Securities~~products, and services to movie theater operators and sports and entertainment venues.

1) We provide a set of valuable services to movie theater operators and other critical screening and viewing rooms. These services include overall project management, which can encompass a wide range of design, integration, installation, and procurement services for new auditorium builds, refurbishments, or upgrades to existing facilities.

~~For~~2) ~~this~~We ~~fiscal~~design ~~year,~~and ~~except~~manufacture asa set ~~forth~~of ~~below,~~proprietary ~~there~~products ~~were~~that noare ~~unregistered~~sold ~~securities~~either toas ~~report~~part ~~which~~of ~~have~~our ~~not~~project ~~been~~management ~~previously~~services ~~included~~or in a ~~Quarterly~~la ~~Report~~carte. onExamples ~~Form~~of 10these products include our ADA-Qcompliant accessibility products and our Caddy brand, ~~Annual~~a ~~Report~~leading onprovider ~~Form~~of ~~10-K~~proprietary cup holders, ortrays, aand ~~Current~~other ~~Report~~products onsold ~~Form~~into 8our strategic markets of motion picture exhibition, entertainment, and sports venues as well as other non-Kstrategic markets. We also resell third-party technologies, including but not limited to items such as screens, projectors, and servers.

3) We resell third-party products as part of our project management services or a la carte. These include technology products such as screens, projectors, servers, and FF&E (furniture, fixtures, and equipment).

On4) ~~February 28~~Finally, ~~2024,~~we ~~the~~have ~~Company~~a ~~and~~set ~~Jose~~of ~~Delgado,~~recently ~~Executive~~introduced ~~Vice~~products ~~President~~that ofwe ~~Sales~~believe ~~agreed~~have the potential to ~~sell~~be 49disruptive to the movie theater,~~586~~ ~~shares~~entertainment ofand sports venue industries. For example, our ~~common~~operations ~~stock~~enhancement atand atheater ~~price~~management ofsolution ~~$0.667~~include ~~per~~a ~~share~~software-as-a-service (~~based~~SaaS) onplatform ~~the~~combined ~~closing~~with ~~stock~~other ~~price~~technologies asthat ofallow ~~February~~theater ~~27,~~operators ~~2024)~~to ~~for~~improve atheir ~~total~~quality ~~of $33,073~~control.~~35,~~ ~~which~~We ~~amount~~have ~~represents~~also ~~satisfaction~~developed ofa ~~Mr.~~translator ~~Delgado’s~~product ~~$25,036.52~~and ~~outstanding~~service ~~obligation~~that towill ~~the~~enable ~~Company~~moviegoers ~~plus~~to anwatch ~~estimated~~a ~~$8,036.83~~movie in ~~federal~~any ~~and~~language ~~California~~that ~~state~~the ~~income~~film ~~taxes~~is ~~incurred~~available in, ~~connection~~all ~~with~~in the ~~sale~~same auditorium through a set of augmented reality glasses. ~~The~~Another ~~were~~example ~~cancelled~~is bya ~~the~~proprietary ~~Company~~mobile ~~upon~~cart ~~the~~we’ve ~~purchase.~~developed to enable eSports and gaming in movie-theater auditoriums.

Factors affecting our performance

~~Repurchases~~Effect of ~~Equity~~COVID-19 ~~Securities~~global pandemic. The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact on our customers, specifically those in the entertainment and cinema industries. As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

~~Neither~~Throughout we2020 ~~nor~~and ~~any~~2021 ~~“affiliated~~theaters ~~purchaser,”~~reopened as ~~defined~~soon inas ~~Rule~~local ~~10b~~restrictions, and the status of the COVID-~~18(~~19 pandemic would allow. As of June 30, 2025, a~~)(3)~~ large majority of ~~the~~domestic ~~Exchange~~and ~~Act~~international theaters were open. The industry’s recovery to historical levels of new film content, ~~purchased~~both ~~any~~in terms of ~~our~~the ~~equity~~number ~~securities~~of ~~during~~new films and box office performance, is still underway, as the ~~period~~industry ~~covered~~also bycontinues ~~this~~to ~~annual~~adjust ~~report~~to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Based on our current estimates of recovery, we believe we have, and will generate, sufficient cash to sustain operations.

Investment in growth. Based on 2025 losses, we will selectively invest in expanding our operations. We expect our total operating expenses to decrease in the foreseeable future to meet our revenue and cost control objectives. We plan to invest in our sales and support operations to support our new product initiatives and budget goals.

~~ITEM~~Adding 6New Customers and Expanding Sales to Our Existing Customer Base.~~RESERVED~~ We intend to target new customers by selectively investing in our field sales force. We also intend to continue to target large customers’ organizations who have yet to use our products and services. A typical initial order involves educating prospective customers about the technical merits and capabilities and potential cost savings of our products and services as compared to our competitors’ products. We believe that customer references have been, and will continue to be, an important factor in winning new business. We expect that a substantial portion of our future sales will be sales to existing customers, including expansion of their product and service offerings, as we offer new products and services through the existing sales channel. Our business and results of operations will depend on our ability to continue to add new customers and sell additional products and services to our growing base of customers.

~~ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~ 21

~~The~~ Table following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes included elsewhere in this Report. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”, and elsewhere in this Report.Contents

24Promoting our Brand and Offering Additional Products. Our future performance will depend on our continued ability to achieve brand recognition for our proprietary line of products. We plan to selectively increase our marketing expenditures to continue to create and maintain prominent brand awareness. Also, our future performance will depend on our ability to continue to offer high quality, high performance and high functionality products and services. We intend to continue to devote efforts to introduce new products and services including new versions of our existing product lines. We expect that our results of operations will be impacted by the timing, size and level of success of these brand awareness and product and service offering efforts.

~~Table~~Ability to Maintain Gross Margins. Our gross margins have been and are expected to continue to be affected by a variety of ~~Contents~~factors, including competition, the timing of changes in pricing, shipment volumes, new product introductions, changes in product mixes, changes in our purchase price of components and assembly and test service costs and inventory write downs, if any. Our goal is to strive to maintain gross profits for products that may have a declining average selling price by continuing to focus on increased sales volume and looking to reduce operating costs. Decreases in average selling prices are primarily driven by competition and by reduced demand for products that face potential or actual technological obsolescence. We also focus on managing our inventory to reduce our overall exposure to price erosion. In addition, we seek to introduce new products and services with higher gross margins to offset the potential effect of price erosion on other lines of products. For example, we have recently produced and began marketing a new system which combines full compliance with the Americans with Disabilities Act with a multi-language capability — we expect this system will have higher margins than a substantial number of existing products we offer. In addition, we expect our offerings of Direct View LED screens to also carry significantly higher margins.

~~Overview~~Fluctuations in Revenues and Earnings. Both the sales cycle and the contract fulfillment cycle are dependent on a number of factors from our customers that are not in our control. Accordingly, backlog, the recognition of backlog into revenue and related earnings may fluctuate from quarter to quarter depending on our customers’ particular requirements, which can sometimes change between the initial signing of a contract to its ultimate fulfillment.

WeNet ~~are a key provider of technology, products, and services to movie theater operators and sports and entertainment venues.~~ sales

1)The Weprincipal ~~provide~~factors athat ~~set~~have ofaffected ~~valuable~~or ~~services~~could toaffect ~~movie~~our ~~theater~~net ~~operators~~sales ~~and~~from ~~other~~period critical screening and viewing rooms. These services include overall project management, which can encompass a wide range of design, integration, installation, and procurement services for new auditorium builds, refurbishments, or upgrades to ~~existing~~period ~~facilities.~~are:

2)● WeThe ~~design~~condition ~~and manufacture a set~~ of ~~proprietary~~the ~~products~~economy ~~that~~in ~~are~~general ~~sold either as part of our project management services or a la carte. Examples of these products include our ADA-compliant accessibility products~~ and ~~our Caddy brand, a leading provider~~ of ~~proprietary~~the ~~cup~~cinema ~~holders, trays,~~ and/or ~~other~~cinema ~~products~~equipment ~~sold~~industry ~~into~~in ~~our strategic markets of motion picture exhibition~~particular, ~~entertainment, and sports venues as well as other non-strategic markets. We also resell third-party technologies, including but not limited to items such as screens, projectors, and servers.~~

3)● WeOur ~~resell~~customers’ ~~third-party~~adjustments ~~products~~in astheir ~~part~~order ~~of our project management services or a la carte. These include technology products such as screens~~levels, ~~projectors, servers, and FF&E (furniture, fixtures, and equipment).~~

4)● ~~Finally,~~Seasonality wein ~~have~~our ~~a set of recently introduced products that we believe have the potential to be disruptive to the movie theater~~business, ~~entertainment~~specifically ~~and sports venue industries. For example,~~ our ~~operations~~second ~~enhancement~~fiscal ~~and~~quarter ~~theater~~which management solution include a software-as-a-service (SaaS) platform combined with other technologies that allow theater operators to improve their quality control. We have also developed a translator product and service that will enable moviegoers to watch a movie in any language that the film is ~~available~~traditionally inweaker, ~~all in the same auditorium through a set of augmented reality glasses. Another example is a proprietary mobile cart we’ve developed to enable eSports and gaming in movie-theater auditoriums.~~

~~Factors~~● ~~affecting~~Changes in our ~~performance~~pricing policies or the pricing policies of our competitors or suppliers,

~~Effect~~● ~~of COVID-19 global pandemic.~~ The ~~COVID-19~~addition pandemic has had an unprecedented impact on the world and the movie exhibition industry. The social and economic effects have been widespread. At various points during the pandemic, authorities around the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact on our customers, specifically those in the entertainment and cinema industries. As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or ~~abatement~~termination of ~~contractual~~key ~~payments~~supplier ~~with landlords and other major suppliers.~~relationships,

~~Throughout~~● ~~2020~~The ~~and~~rate ~~2021 the theatres reopened as soon as local restrictions, and the status~~ of ~~the~~introduction ~~COVID-19 pandemic would allow. As of June 30, 2024, a large majority of domestic~~ and ~~international~~acceptance ~~theatres~~by ~~were~~our ~~open.~~customers ~~The industry’s recovery to historical levels~~ of new ~~film~~products ~~content, both in terms of the number of new films~~ and ~~box office performance~~services, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

~~Based~~● onOur ~~our~~ability ~~current estimates of recovery, we believe we have, and will generate, sufficient cash~~ to ~~sustain~~compete ~~operations.~~effectively ~~Nonetheless,~~with ~~the~~our ~~COVID-19~~current ~~pandemic has had,~~ and ~~continues~~future ~~to have~~competitors, ~~adverse effects on the Company’s business, results of operations, cash flows and financial condition.~~

~~Investment~~● inOur ~~growth. Based~~ability ~~on 2024 losses, we will selectively invest in expanding our operations. We expect our total operating expenses~~ to ~~decrease~~enter ininto ~~the foreseeable future to meet our revenue~~ and ~~cost~~renew ~~control~~key ~~objectives.~~relationships Wewith ~~plan to invest in~~ our ~~sales~~customers and ~~support operations to support our new product initiatives and budget goals.~~vendors,

~~Adding~~● ~~New~~Changes ~~Customers and Expanding Sales to Our Existing Customer Base. We intend to target new customers by selectively investing~~ in ~~our~~foreign ~~field~~currency ~~sales~~exchange force. We also intend to continue to target large customers’ organizations who have yet to use our products and services. A typical initial order involves educating prospective customers about the technical merits and capabilities and potential cost savings of our products and services as compared to our competitors’ products. We believe that customer references rates,

25● A major disruption of our information technology infrastructure,

~~Table~~● ofUnforeseen ~~Contents~~catastrophic events such as the COVID‑19 pandemic, armed conflict, terrorism, fires, typhoons and earthquakes, and

~~have~~● ~~been,~~Any ~~and~~other ~~will continue to be~~disruptions, ansuch ~~important~~as ~~factor~~labor ~~in winning new business. We expect that a substantial portion of our future sales will be sales to existing customers~~shortages, ~~including~~unplanned ~~expansion~~maintenance ofor ~~their~~other ~~product~~manufacturing ~~and service offerings, as we offer new products and services through the existing sales channel~~problems. ~~Our business and results of operations will depend on our ability to continue to add new customers and sell additional products and services to our growing base of customers.~~

Promoting our Brand and Offering Additional Products. Our future performance will depend on our continued ability to achieve brand recognition for our proprietary line of products. We plan to selectively increase our marketing expenditures to continue to create and maintain prominent brand awareness. Also, our future performance will depend on our ability to continue to offer high quality, high performance and high functionality products and services. We intend to continue to devote efforts to introduce new products and services including new versions of our existing product lines. We expect that our results of operations will be impacted by the timing, size and level of success of these brand awareness and product and service offering efforts. 22

~~Ability~~ Table ~~to Maintain Gross Margins. Our gross margins have been and are expected to continue to be affected by a variety~~ of factors, including competition, the timing of changes in pricing, shipment volumes, new product introductions, changes in product mixes, changes in our purchase price of components and assembly and test service costs and inventory write downs, if any. Our goal is to strive to maintain gross profits for products that may have a declining average selling price by continuing to focus on increased sales volume and looking to reduce operating costs. Decreases in average selling prices are primarily driven by competition and by reduced demand for products that face potential or actual technological obsolescence. We also focus on managing our inventory to reduce our overall exposure to price erosion. In addition, we seek to introduce new products and services with higher gross margins to offset the potential effect of price erosion on other lines of products. For example, we have recently productized and began marketing a new system which combines full compliance with the Americans with Disabilities Act with a multi-language capability — we expect this system will have higher margins than a substantial number of existing products we offer. In addition, we expect our offerings of Direct View LED screens to also carry significantly higher margins.Contents

~~Fluctuations~~Cost ~~in Revenues and Earnings. Both the sales cycle and the contract fulfillment cycle are dependent on a number~~ of ~~factors~~goods from our customers that are not in our control. Accordingly, backlog, the recognition of backlog into revenue and related earnings may fluctuate from quarter to quarter depending on our customers’ particular requirements, which can sometimes change between the initial signing of a contract to its ultimate fulfillment.sold

~~Net~~Cost ~~sales~~of goods sold includes the cost of products or components that we purchase from third party manufacturers plus assembly and packaging labor costs for these third parties or in-house designed products. Cost of goods sold is also affected by inventory obsolescence if our inventory management is not effective or efficient. We mitigate the risk of inventory obsolescence by stocking relatively small amounts of inventory at any given time, and relying instead on a strategy of manufacturing or acquiring products based on orders placed by our customers.

~~The~~General ~~principal~~and ~~factors~~administrative ~~that have affected or could affect our net sales from period to period are:~~expenses

●General ~~The~~and ~~condition~~administrative ofexpenses ~~the~~relate ~~economy~~primarily to compensation and associated expenses for personnel in general ~~and~~management, ofinformation ~~the~~technology, ~~cinema~~human resources, procurement, planning and~~/or~~ ~~cinema~~finance, ~~equipment~~as ~~industry~~well inas ~~particular~~outside legal, investor relations, accounting, consulting and other operating expenses.

●Selling ~~Our~~and ~~customers’~~marketing ~~adjustments in their order levels,~~expenses

●Selling ~~Seasonality~~and inmarketing ~~our~~expenses ~~business~~relate primarily to salary and other compensation and associated expenses for internal sales and customer relations personnel, ~~specifically~~advertising, ~~our~~outbound ~~second~~shipping ~~fiscal~~and ~~quarter~~freight ~~which~~costs, istradeshows, ~~traditionally~~royalties ~~weaker~~under a brand license, and selling commissions.

●Research ~~Changes~~and indevelopment ~~our pricing policies or the pricing policies of our competitors or suppliers,~~expenses

●Research ~~The~~and ~~addition~~development orexpenses ~~termination~~consist of ~~key~~compensation ~~supplier~~and ~~relationships~~associated costs of employees engaged in research and development projects, as well as materials and equipment used for these projects, and third-party compensation for research and development services. We do not engage in any long-term research and development contracts, and all research and development costs are expensed as incurred.

●Results ~~The rate~~ of ~~introduction and acceptance by our customers of new products and services,~~Operations

●Year ~~Our~~ended ~~ability~~June to30, ~~compete~~2025 ~~effectively~~compared ~~with~~to year ~~our~~ended ~~current~~June ~~and future competitors~~30, 2024

●Net ~~Our ability to enter into and renew key relationships with our customers and vendors,~~sales

● Changes in foreign currency exchange rates,

Year Ended June 30,
(in 000’s)
2025		2024
$	18,147	$	20,139

●Net Arevenues ~~major~~decreased ~~disruption~~9.9% ofto $18.147 ~~our~~million ~~information~~for ~~technology~~the ~~infrastructure~~year ended June 30, 2025 from $20.139 million for the prior fiscal year primarily due to the protracted SAG/AFTRA strike. Backlog at June 30, 2025 was approximately $7.52 million, which represent orders currently planned for April 30, 2026 shipment. Backlog at June 30, 2024 was $5.93 million.

26Gross Profit

Table of Contents

●Along ~~Unforeseen~~with ~~catastrophic~~the ~~events~~revenue ~~such~~decline asfor the ~~COVID-19~~year ~~pandemic~~ended June 30, ~~armed~~2025, ~~conflict~~gross profit dollars decreased 2.3% to $4.573 million or by $0.110 million for the year ended June 30, ~~terrorism~~2025 from $4.683 million for the prior fiscal year. As a percentage of total revenues, ~~fires~~gross margin increased to 25.2% for the year ended June 30, ~~typhoons~~2025 ~~and~~from ~~earthquakes~~23.3% for the prior year. Compared to the prior year, ~~and~~the increase in gross margin as a percentage of revenues was driven primarily by product mix, as lower margin seat revenues made up a larger percentage of total revenues in the year ended June 30, 2024.

~~● Any other disruptions, such as labor shortages, unplanned maintenance or other manufacturing problems.~~ 23

~~Cost~~ Table of ~~goods sold~~Contents

~~Cost~~Research ~~of goods sold includes the cost of products or components that we purchase from third party manufacturers plus assembly~~ and packaging labor costs for these third parties or in-house designed products. Cost of goods sold is also affected by inventory obsolescence if our inventory management is not effective or efficient. We mitigate the risk of inventory obsolescence by stocking relatively small amounts of inventory at any given time, and relying instead on a strategy of manufacturing or acquiring products based on orders placed by our customers.Development

General and administrative expenses

~~General~~The ~~and~~$74,000 ~~administrative~~decrease ~~expenses~~in ~~relate~~research ~~primarily to compensation~~ and ~~associated~~development ~~expenses~~expense ~~for~~was ~~personnel~~largely indue ~~general~~to ~~management,~~decreased ~~information~~compensation ~~technology,~~expense ~~human~~related ~~resources,~~to ~~procurement,~~headcount ~~planning~~reduction ~~and~~compared ~~finance,~~to asthe ~~well~~year asended ~~outside~~June ~~legal~~30, ~~investor relations, accounting, consulting and other operating expenses~~2024.

Selling, General and ~~marketing~~Administrative ~~expenses~~Expense

Selling and marketing expenses relate primarily to salary and other compensation and associated expenses for internal sales and customer relations personnel, advertising, outbound shipping and freight costs, tradeshows, royalties under a brand license, and selling commissions.

~~Research~~2025 Selling, General and ~~development~~Administrative ~~expenses~~expense decreased by $507,000 or 8% compared to 2024 primarily due to higher facility rent offset by lower compensation costs related to headcount reduction, lower marketing expense and lower public company compliance costs in 2025.

~~Research~~Interest and ~~development~~Other expenses consist of compensation and associated costs of employees engaged in research and development projects, as well as materials and equipment used for these projects, and third-party compensation for research and development services. We do not engage in any long-term research and development contracts, and all research and development costs are expensed as incurred.(Expense)/Income

Results of Operations

~~Year~~Interest and Other Income(Expense) was $0.138 million for the year ended June 30, ~~2024~~2025 compared to Other Income(Expense) of $0.185 million for the year ended June 30, 2024 or a decline of $(0.047) million. The decline was due to a lower interest income on cash savings accounts for the year ended June 30, 2025 compared to the year ended June 30, ~~2023~~2024.

Net ~~sales~~Loss


Year Ended June 30,
Year Ended June 30,
(in 000’s)
(in 000’s)
2025			2024
2024			2023
$	(948	)	$	(1,372	)
$	20,139		$	20,207

Net loss of $(0.948) million for the year ended June 30, 2025 compared to a net loss of $(1.372) million for the prior year and improved by $0.424 million. This net loss decrease was largely due to the staff reductions related to headcount reduction in 2025.

Net revenues decreased 0.3% to $20.14 million for the year ended June 30, 2024 from $20.21 million for the prior fiscal year primarily due to the protracted SAG/AFTRA strike. Backlog at June 30, 2024 was approximately $5.93 million, which represent orders currently planned for March 31, 2025 shipment. Backlog at June 30, 2023 was $12.02 million. 24

27 Table of Contents

~~Table~~Liquidity ofand ~~Contents~~Capital Resources

~~Gross~~During ~~Profit~~the past several years, we have primarily met our working capital and capital resource needs from our operating cash flows and financing activities. We believe that our existing sources of liquidity, including cash and operating cash flow, will be sufficient to meet our projected capital needs for the foreseeable future. Our cash balance at June 30, 2025 was approximately $5.715 million, as compared to $5.278 million at June 30, 2024.


Year Ended June 30,
(in 000’s),
2024		2023
$	4,683	$	5,310

As of June 30, 2025, and following the COVID-19 pandemic, a large majority of domestic and international theaters were open. The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

Based on the Company’s current estimates of recovery, it believes it has, and will generate, sufficient cash to sustain operations.

~~Along~~Cash ~~with~~Flows ~~the revenue decline for the year ended June 30, 2024, gross profit decreased 11.8% to $4.68 million or by $0.63 million for the year ended June 30, 2024~~ from ~~$5.31~~Operating million for the prior fiscal year. As a percentage of total revenues, gross margin decreased to 23.3% for the year ended June 30, 2024 from 26.3% for the prior year. The decrease in gross margin as a percentage of revenues was driven primarily by product mix, as lower margin seat revenues made up a larger percentage of total revenues. Activities

~~Research~~Net cash provided by operating activities was $0.411 million for year ended June 30, 2025, primarily due to $0.801 million in working capital increases along with the $(0.948) million in net losses and ~~Development~~offset by $0.558 million in other non-cash expenses. Within the $0.801 million working capital increase, cash used by operations included inventory, prepaid expenses, accounts payable, accrued expense and unearned warranty revenue and offset primarily by changes in accounts receivable, customer deposits and lease liabilities.


Year Ended June 30,
(in 000’s)
2024		2023
$	277	$	261

For the year ended June 30, 2024, net cash used in operating activities was $(0.80) million for year ended June 30, 2024, primarily due to $(0.60) million in working capital decreases along with the $(1.37) million in net losses and offset by $1.17 million in other non-cash expenses. Within the $(0.60) million working capital decrease, cash used by operations included accounts receivable, prepaid expenses, customer deposits, lease liabilities and offset primarily by changes in inventory, accounts payable, accrued expenses.

Cash Flows from Investing Activities

~~The~~For ~~$16,000 increase in research and development expense was in line with~~ the ~~expected~~year ~~research~~ended ~~and~~June ~~development~~30, ~~expense~~2025, asnet wecash ~~continue~~used toby ~~increase~~investing ~~product~~activities ~~development~~was onzero. ~~our~~For ~~SaaS~~the ~~(software~~year asended aJune ~~service)~~30, ~~products~~2024, ~~Caddy~~net ~~products,~~cash ~~and~~provided ~~others~~by asinvesting ~~our~~activities ~~business~~was ~~expands~~$(0.012) ~~into~~for ~~new~~equipment ~~areas~~purchases.

~~Selling,~~Cash ~~General~~Flows ~~and~~from ~~Administrative~~Financing ~~Expense~~Activities


Year Ended June 30,
(in 000’s)
2024		2023
$	5,963	$	6,070

For the year ended June 30, 2025 net cash used by financing activities was zero. For the year ended June 30, 2024, net cash used by financing activities was $(0.530) million due to the stock buyback program.

Financial Instruments and Credit Risk Concentrations

~~2024~~Our ~~Selling,~~top ~~General~~ten customers accounted for approximately 44% and ~~Administrative~~45% ~~expense~~of ~~decreased~~net byrevenues ~~$107~~for the years ended June 30,~~000~~ or2025 1and 2024, respectively.8 Trade accounts receivable from these customers represented approximately 41% ~~compared~~and to62% ~~2023~~of ~~primarily~~net ~~due~~receivables toat ~~lower~~June ~~legal~~30, ~~SEC~~2025 ~~edgarizing~~and 2024, ~~D&O~~respectively. ~~insurance~~While we believe our relationships with such customers are stable, most arrangements are made by purchase order and ~~other~~are ~~public~~terminable ~~company~~at ~~compliance~~will ~~spending~~by either party. We could also be adversely affected by such factors as changes in ~~2024~~foreign currency rates and weak economic and political conditions in each of the countries in which we sell our products.

Financial instruments that potentially expose us to a concentration of credit risk principally consist of accounts receivable and notes receivable. We sell products to a large number of customers in many different geographic regions. To minimize credit concentration risk, we perform ongoing credit evaluations of our customers’ financial condition or use letters of credit.

~~Impairment~~Off-Balance ofSheet ~~Long~~Arrangements ~~Term~~and ~~Assets~~Contractual Obligations

Our contractual obligations consist principally of leasing equipment and facilities under operating leases. The future estimated payments under these arrangements are summarized below:


Operating leases		Total
Year Ended June 30,
($ in Thousands)		Payments
(in 000’s)
2026		$	313
2024			2023
2027			326
$	—		$	954
2028			303
2029			266
2030			159
Total future minimum lease payments		$	1,367
Less imputed interest			(222	)
Present value of operating lease payments		$	1,145

There were no other material contractual obligations other than inventory, property and production and computer equipment purchases in the ordinary course of business.

During the year ended June 30, 2023 the Company impaired Goodwill, Intangible and Note Receivable assets totaling $0.954 million. Due to a decline in Caddy revenues in the year ended 2023, the customer relations Intangible and Goodwill assets incurred an impairment charge. The Company incurred no impairment costs during the year ended June 30, 2024. 25

Table of Contents

28Seasonality

~~Table~~Our operating results can vary from quarter to quarter as a result of ~~Contents~~seasonality in consumer spending and payment patterns. A large part of our business is concerned with new theater builds, which often see substantial delays due to weather, but also financing timing, permits and governmental delays, and other unpredictable problems often associated with large real estate projects. Specifically, our revenue growth generally is higher during the first and fourth quarters of the fiscal year as the weather improves, the digital cinema market becomes more active and customers begin new theater builds or remodel projects. During these periods, we tend to experience increased transaction volume. Conversely, our revenue growth generally slows during the second quarter of the fiscal year, as spending on new theater construction and theater improvement projects tends to slow leading up to the holiday season and through the winter months. As a result, growth in transaction volume also tends to slow during these periods. We expect this seasonality to continue for the foreseeable future, which may cause fluctuations in our operating results and financial metrics. However, our seasonality trends may vary in the future as we introduce new products to new industry verticals, and we become less concentrated in the new theater construction and improvement sector.

~~Interest and Other (Expense)/Income~~Inflation


Year Ended June 30,
(in 000’s)
2024		2023
$	185	$	177

We believe that the relatively moderate rates of inflation in recent years have not had a significant impact on our net revenues or profitability. Historically, the Company has been able to offset any inflationary effects by either increasing prices or improving cost efficiencies and expects to do so in the future.

Recently Issued Accounting Pronouncements

~~The~~See ~~Company~~Note 1, ~~earned~~Business ~~interest~~Activity ~~in 2024 compared to investment~~ and ~~interest~~Summary ~~income~~of inSignificant ~~2023.~~Accounting ~~To reduce volatility in investments and assure stable returns~~Policies, to the ~~Company~~consolidated ~~liquidated~~financial ~~its~~statements ~~marketable~~for ~~securities~~a ~~portfolio~~description inof ~~March~~recently ~~2023~~issued ~~and~~accounting ~~placed the proceeds into a savings account~~pronouncements.

Critical Accounting Policies and Estimates

~~Net~~The ~~Loss~~preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements.


Year Ended June 30,
(in 000’s)
2024		2023
$	(1,372)	$	(1,798)

Our accounting policies are discussed in Note 1 of the financial statements in this Report. Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of the financial statements.

Revenue Recognition

~~Net~~The ~~loss~~Company offollows ~~$(1.37)~~Financial ~~million~~Accounting ~~for~~Standards ~~the~~Board ~~year ended June 30, 2024 compared to a net loss of $~~(~~1.80~~“FASB”) ~~million~~Accounting ~~for~~Standards ~~the~~Codification ~~prior year improved by $0.43 million. This net loss decrease was largely due to the nonrecurring 2023 $~~(~~0.95~~“ASC”) ~~million~~Topic ~~Impairment of Long Term Assets~~606, ~~offset~~Revenue ~~primarily~~from byContracts ~~lower~~with ~~gross~~Customers ~~margin~~(“ASC ~~of $0~~606”).~~63 million in 2024.~~

~~Liquidity~~Revenue is recognized when control of the promised goods is transferred to a customer and ~~Capital~~when ~~Resources~~performance conditions are satisfied as per the agreement, in an amount that reflects the consideration that we expect to receive in exchange for those goods as per the agreement with the customer. We generate all our revenue from agreements with customers. In case there are agreements with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. We allocate the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition.

~~During~~Management considers the ~~past~~U.S. ~~several~~GAAP ~~years,~~criteria wefor ~~have~~determining ~~primarily~~whether ~~met~~to ~~our~~report ~~working~~revenue ~~capital~~gross ~~and~~as ~~capital~~a ~~resource~~principal ~~needs~~versus ~~from~~net ~~our~~as ~~operating~~an ~~cash~~agent. ~~flows~~Factors ~~and~~considered ~~financing~~include ~~activities.~~whether Wethe ~~believe~~Company ~~that~~is ~~our~~the ~~existing~~primary ~~sources of liquidity~~obligor, ~~including~~has ~~cash~~risks and ~~operating~~rewards ~~cash~~of ~~flow~~ownership, ~~will~~and bebears ~~sufficient~~the torisk ~~meet~~that ~~our~~a ~~projected~~customer ~~capital~~may ~~needs~~not pay for the ~~foreseeable~~products ~~future~~provided or services performed. ~~Our~~If ~~cash~~there ~~balance~~are atcircumstances ~~June~~where ~~30,~~the ~~2024~~above ~~was~~criteria ~~approximately~~are ~~$5.28~~not ~~million~~met, asrevenues ~~compared~~recognized toare ~~$6.62~~presented ~~million~~net atof ~~June~~cost ~~30,~~of ~~2023.~~goods sold.

InContract ~~response~~assets toconsist ~~uncertainties~~of ~~associated~~conditional ~~with~~or ~~the~~unconditional ~~COVID-19~~rights ~~pandemic, we took significant steps~~ to ~~preserve~~consideration. ~~cash~~Accounts ~~and~~receivable ~~remain~~represent inamounts abilled ~~strong competitive position for when the crisis subsided. From 2020~~ to ~~2022~~customers ~~the~~where ~~theatres reopened as soon as local restrictions and~~ the ~~status~~Company ofhas ~~the~~an ~~COVID-19~~enforceable ~~pandemic~~right ~~would allow. As of June 30, 2024, a large majority of domestic and international theatres were open. The industry’s recovery~~ to ~~historical~~payment ~~levels~~for ~~of new film content, both in terms of the number of new films and box office~~ performance, iscompleted ~~still underway, as the industry also continues~~ to ~~adjust~~date ~~to evolving theatrical release windows~~(i.e., ~~competition~~unconditional ~~from~~rights ~~streaming~~to ~~and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors~~consideration).

~~Based~~Due on the ~~Company~~Management’s ~~current~~continuing ~~estimates~~ability ofto ~~recovery,~~obtain it90% ~~believes~~of itcontract ~~has,~~value ~~and~~in ~~will~~up-front ~~generate~~customer deposits, ~~sufficient~~MIT’s ~~cash~~risk tois ~~sustain~~only ~~operations.~~the ~~Nonetheless,~~remaining 10% of the ~~COVID-19~~customer’s ~~pandemic~~contract ~~has~~value. ~~had,~~The ~~and~~combined ~~continues~~effect toof ~~have~~up-front customer deposits, ~~adverse~~prompt ~~effects~~collection onof ~~the~~trade ~~Company’s~~receivables ~~business,~~and ~~results~~application of ~~operations,~~historical ~~cash~~aging ~~flows~~criteria has resulted in minimal bad debts and ~~financial~~allowances ~~condition~~for credit losses.

~~Cash Flows from Operating Activities~~ 26

~~Net~~ Table ~~cash~~of used in operating activities was $(0.80) million for year ended June 30, 2024, primarily due to $(0.60) million in working capital decreases along with the $(1.37) million in net losses and offset by $1.17 million in other non-cash expenses. Within the $(0.60) million working capital decrease, cash used by operations included accounts receivable, prepaid expenses, customer deposits, lease liabilities and offset primarily by changes in inventory, accounts payable, accrued expenses. Contents

~~For~~Contract ~~the~~liabilities ~~year~~consist ~~ended~~of ~~June~~refund ~~30,~~and ~~2023~~warranty liabilities, ~~net~~as ~~cash~~well ~~provided~~as bydeposits ~~operating~~received ~~activities~~in ~~was~~advance $0on sales to certain customers.27 ~~million,~~Such ~~primarily~~deposits ~~due~~are toreflected ~~$0.67~~as ~~million~~customer indeposits ~~working~~and ~~capital~~recognized ~~increases~~in ~~along~~revenue ~~with~~when ~~the~~control ~~$(1.80)~~of ~~million~~the ~~operating~~products ~~loss~~is ~~and~~transferred ~~offset~~or bywhen ~~$1.40~~performance ~~million~~conditions inare ~~other~~satisfied ~~non-cash~~per ~~expenses~~the agreement.

29Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, shipping and handling costs, and sales taxes. Taxes collected from customers are included in Accounts Payable on a net basis (excluded from revenues) until remitted to the government.

~~Table~~Deferred contract acquisition costs consist of ~~Contents~~sales commissions paid to the sales force and the related employer payroll taxes, collectively “deferred contract acquisition costs”, are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.

~~Within~~Inventory ~~the $0.67 million working capital increases, cash provided by operations primarily included lower accounts receivable and prepaid expenses and higher accrued expenses.~~Valuation

~~Cash~~Inventories ~~Flows~~are ~~from~~stated ~~Investing~~at ~~Activities~~the lower of cost (first-in, first-out) or net realizable value. Our policy is to evaluate all inventory quantities for amounts on-hand that are potentially in excess of estimated usage requirements, and to write down any excess quantities to estimated net realizable value. Inherent in the estimates of net realizable values are management’s estimates related to customer demand and the development of new technology, which could make our theater and digital media products obsolete, among other items.

~~For~~Income the year ended June 30, 2024, net cash used by investing activities was $(0.01) million for the year ended June 30, 2024 related to information technology asset upgrades. For the year ended June 30, 2023, net cash provided by investing activities was $(4.31) million due to sales of marketable securities.Taxes

~~Cash~~The ~~Flows~~Company ~~from~~utilizes ~~Financing~~an ~~Activities~~asset and liability approach for financial accounting and reporting for income taxes. The provisions for income taxes are based upon income or loss after adjustment for those permanent items that are not considered in the determination of taxable income. Deferred income taxes represent the tax effects of difference between the financial reporting and tax basis of the Company’s assets and liabilities at the enacted tax rates in effect for the years in which the difference is expected to reverse. The effects on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax assets are reduced by valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

~~For the year ended June 30, 2024 and the year ended June 30, 2023, net cash used by financing activities of $(0~~ITEM 7A.~~53)~~ QUANTITATIVE ~~million~~AND ~~and~~QUALITATIVE ~~$(0.30)~~DISCLOSURES ~~million,~~ABOUT ~~respectively,~~MARKET ~~due to the stock buyback program during both years.~~ RISK

~~Financial~~As ~~Instruments~~an smaller reporting company, the Company is not required to include in this Annual Report Quantitative and ~~Credit~~Qualitative ~~Risk~~Disclosures ~~Concentrations~~About Market Risk.

~~Our top ten customers accounted for approximately 45% and 37% of net revenues for the years ended June 30, 2024 and 2023, respectively~~ITEM 8. FINANCIAL ~~Trade~~STATEMENTS ~~accounts~~AND ~~receivable~~SUPPLEMENTARY from these customers represented approximately 62% and 19% of net receivables at June 30, 2024 and 2023, respectively. While we believe our relationships with such customers are stable, most arrangements are made by purchase order and are terminable at will by either party. We could also be adversely affected by such factors as changes in foreign currency rates and weak economic and political conditions in each of the countries in which we sell our products.DATA

~~Financial~~The ~~instruments~~financial ~~that~~statements ~~potentially~~required ~~expose~~by usthis toitem aare ~~concentration~~set offorth ~~credit~~following ~~risk~~Item 16 ~~principally consist~~ of ~~accounts~~this ~~receivable~~Annual Report and ~~notes~~are ~~receivable.~~incorporated Weherein ~~sell~~by ~~products to a large number of customers in many different geographic regions~~reference. ~~To minimize credit concentration risk, we perform ongoing credit evaluations of our customers’ financial condition or use letters of credit.~~

~~Off-Balance~~ITEM ~~Sheet~~9. ~~Arrangements~~CHANGES ~~and~~IN ~~Contractual~~AND ~~Obligations~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Our contractual obligations consist principally of leasing equipment and facilities under operating leases~~None. ~~The future estimated payments under these arrangements are summarized below:~~


	(in 000’s)
	Total
Operating leases	Payments
2025		154
2026		—
Total future lease payments	$	154

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~There~~We ~~were~~maintain nodisclosure ~~other~~controls ~~material~~and ~~contractual~~procedures ~~obligations~~designed ~~other~~to ~~than~~ensure ~~inventory~~that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, ~~property~~processed, summarized and ~~production~~reported within the time periods specified under the rules and ~~computer~~forms ~~equipment~~of ~~purchases~~the inSEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. As required by paragraph (b) of Rules 13a-15 and 15d-15 under the ~~ordinary~~Exchange ~~course~~Act, our Chief Executive Officer (our principal executive) and Chief Financial Officer (our principal financial officer and principal accounting officer) carried out an evaluation of ~~business~~the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in paragraph (e) of Rules 13a-15 and 15d-15 under the Exchange Act) were not effective at June 30, 2025 due to material weaknesses in our internal control over financial reporting as described below.

~~Seasonality~~ 27

~~Our~~ Table ~~operating results can vary from quarter to quarter as a result~~ of seasonality in consumer spending and payment patterns. A large part of our business is concerned with new theater builds, which often see substantial delays due to weather, but also financing timing, permits and governmental delays, and other unpredictable problems often associated with large real estate projects. Specifically, our revenue growth generally is higher during the first and fourth quarters of the fiscal year as the weather improves, the digital cinema market becomes more active and customers begin new theater builds or remodel projects. During these periods, we tend to experience increased transaction volume. Conversely, our revenue growth generally slows during the second quarter of the fiscal year, as spending on new theater construction and theater improvement projects tends to slow leading up to the holiday season and through the winter months. As a result, growth in transaction volume also tends to slow during these periods. We expect this seasonality to continue for the foreseeable future, which may cause fluctuations in our operating results and financial metrics. Contents

30Limitations on Internal Control over Financial Reporting

~~Table~~An internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of ~~Contents~~any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~However,~~Management’s ~~our~~Annual ~~seasonality~~Report ~~trends~~on ~~may~~Internal ~~vary~~Control inover ~~the~~Financial ~~future as we introduce new products to new industry verticals, and we become less concentrated in the new theater construction and improvement sector.~~Reporting

~~Inflation~~Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

WeUnder ~~believe~~the ~~that~~supervision ~~the~~and ~~relatively~~with ~~moderate~~the ~~rates~~participation of ~~inflation~~our inmanagement, ~~recent years~~including ~~have~~our ~~not~~Chief ~~had~~Executive aOfficer ~~significant~~(our ~~impact~~principal onexecutive ~~our~~officer) ~~net~~and ~~revenues~~Chief orFinancial ~~profitability.~~Officer ~~During~~(our ~~the~~principal ~~fiscal~~financial ~~year~~officer ~~ended~~and ~~June~~principal ~~30,~~accounting ~~2024~~officer), ~~inflation~~we ~~increased~~performed toan ~~levels~~assessment ~~not~~of ~~seen since~~ the ~~1980~~Company’s significant processes and key controls. ~~Historically,~~Based ~~the~~on ~~Company~~this ~~has~~assessment, ~~been~~management ~~able~~concluded tothat ~~offset~~our ~~any~~internal ~~inflationary~~controls ~~effects~~over byfinancial ~~either~~reporting ~~increasing~~were ~~prices~~not oreffective ~~improving~~as ~~cost~~of ~~efficiencies~~June ~~and~~30, ~~expects~~2025 due to dothe somaterial inweaknesses ~~the~~described ~~future~~below.

~~Recently~~A ~~Issued~~material weakness is defined within the Public Company Accounting ~~Pronouncements~~Oversight Board’s Auditing Standard No. 5 as a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We determined that our internal control over financial reporting had the following material weaknesses:

~~See~~During ~~Note 1~~the course of preparing our consolidated financial statements for the years ended June 30, ~~Business~~2025 ~~Activity~~and 2024, we determined that we had material weaknesses in our internal control over financial reporting relating to (i) the design and ~~Summary~~operation of ~~Significant~~our ~~Accounting~~closing ~~Policies~~and financial reporting process, to(ii) the ~~consolidated~~fact ~~financial~~that ~~statements~~we ~~for~~had ano ~~description~~formal or documented accounting policies or procedures, (iii) the fact that certain segregation of ~~recently~~duties ~~issued~~issues existed and (iv) the fact that there was no formal review process around journal entries recorded until the end of March 2024. To improve internal controls, and starting with the three months ended March 31, 2024 and continuing since, Management updates month end close checklists, has implemented more segregation of duties among its limited accounting ~~pronouncements~~staff and the CFO formally approves month end journal entries.

~~Critical~~Changes ~~Accounting~~in ~~Policies~~Internal ~~and~~Control ~~Estimates~~over Financial Reporting

~~The~~Other ~~preparation~~than ofas ~~condensed~~described ~~consolidated~~below, ~~financial~~during ~~statements in conformity with accounting principles generally accepted in~~ the ~~United~~quarter ~~States~~ended ofJune ~~America~~30, ~~(“GAAP”)~~2025, ~~requires~~there ~~management~~have tobeen ~~make~~no ~~estimates~~changes ~~and~~in ~~assumptions~~our ~~that~~internal ~~affect~~control ~~the~~over ~~reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated~~ financial ~~statements and the reported amounts of revenues and expenses during the~~ reporting, ~~period.~~as ~~Actual~~such ~~results~~term ~~could differ from those estimates. An accounting policy~~ is ~~deemed~~defined toin beRules ~~critical~~13a-15(f) ifand it15(d)-15(f) ~~requires~~promulgated anunder ~~accounting estimate to be made based on assumptions about matters that are uncertain at~~ the ~~time~~Exchange ~~the estimate is made~~Act, ~~and if different estimates~~ that ~~reasonably could~~ have ~~been~~materially ~~used~~affected, or ~~changes in the accounting estimates that~~ are reasonably likely to ~~occur~~materially ~~periodically~~affect, ~~could~~our ~~materially~~internal ~~impact~~control ~~the~~over financial ~~statements~~reporting.

~~Our accounting policies are discussed in Note 1 of the financial statements in this Report.~~ Management’s ~~believes~~Plan ~~the~~for ~~following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of the financial statements.~~Remediation

~~Revenue~~To ~~Recognition~~address identified material weaknesses, we have continued the process of instituting a number of accounting processes and procedures. In April 2023, the Company hired a seasoned financial executive consultant as Chief Financial Officer. The CFO has also undertaken the training of our senior and accounting personnel in the requirements of being a public company.

The ~~Company~~actions ~~follows~~we ~~Financial~~have ~~Accounting~~taken ~~Standards~~are ~~Board~~subject ~~(“FASB”)~~to ~~Accounting~~continued ~~Standards~~review, ~~Codification~~supported ~~(“ASC”)~~by ~~Topic~~confirmation ~~606~~and testing by management. While we have implemented a plan to remediate these weaknesses, ~~Revenue~~there ~~from~~can ~~Contracts~~be ~~with~~no ~~Customers~~assurance ~~(“ASC~~that ~~606”)~~we will be able to timely remediate these weaknesses, which could impair our ability to accurately and timely report our financial position, results of operations or cash flows. Management will continue to update its internal control design, documentation and testing.

~~Revenue~~Attestation is recognized when control of the promised goods is transferred to a customer and when performance conditions are satisfied as per the agreement, in an amount that reflects the consideration that we expect to receive in exchange for those goods as per the agreement with the customer. We generate all our revenue from agreements with customers. In case there are agreements with multiple performance obligations, we identify each performance obligation and evaluate whether the performance obligations are distinct within the context of the agreement at the agreement’s inception. Performance obligations that are not distinct at agreement inception are combined. We allocate the transaction price to each distinct performance obligation proportionately based on the estimated standalone selling price for each performance obligation and then evaluate how the services are transferred to the customer to determine the timing of revenue recognition.Report

~~The~~As ~~Company considers the U.S. GAAP criteria for determining whether to report revenue gross as a principal versus net as~~ an ~~agent.~~emerging ~~Factors~~growth ~~considered~~company, ~~include whether~~ the Company is ~~the~~not ~~primary~~required ~~obligor,~~to ~~has~~include ~~risks~~in ~~and~~this ~~rewards~~report ~~of ownership, and bears the risk that~~ a ~~customer~~report ~~may~~on ~~not pay for~~ the ~~products~~effectiveness ~~provided~~of orinternal ~~services~~control ~~performed.~~over Iffinancial ~~there~~reporting ~~are~~by ~~circumstances where~~ the ~~above~~Company’s ~~criteria~~independent ~~are~~registered ~~not~~public ~~met,~~accounting ~~revenues recognized are presented net of cost of goods sold~~firm.

~~Contract assets consist of conditional or unconditional rights to consideration~~ITEM 9B. OTHER ~~Accounts receivable represent amounts billed to customers where the Company has an enforceable right to payment for performance completed to date (i.e., unconditional rights to consideration).~~ INFORMATION

~~Management has assessed that the adoption of ASU 2016-13 has had no material impact on its June 30, 2024 10-K consolidated financial statements~~None. ~~Due the Management’s continuing ability to obtain 90% of contract value in up-front customer~~

31ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~Table~~Not ~~of Contents~~applicable.

deposits, MIT’s risk is only the remaining 10% of the customer’s contract value. The combined effect of up-front customer deposits, prompt collection of trade receivables and application of historical aging criteria has resulted in minimal bad debts and allowances for doubtful accounts. 28

~~Contract~~ Table ~~liabilities consist~~ of refund and warranty liabilities, as well as deposits received in advance on sales to certain customers. Such deposits are reflected as customer deposits and recognized in revenue when control of the products is transferred or when performance conditions are satisfied per the agreement.Contents

Cost of goods sold includes cost of inventory sold during the period, net of vendor discounts and allowances, shipping and handling costs, and sales taxes. Taxes collected from customers are included in Accounts Payable on a net basis (excluded from revenues) until remitted to the government.PART III

~~Deferred contract acquisition costs consist of sales commissions paid to the sales force and the related employer payroll taxes~~ITEM 10. DIRECTORS, ~~collectively~~EXECUTIVE ~~“deferred~~OFFICERS ~~contract~~AND ~~acquisition~~CORPORATE costs”, are considered incremental and recoverable costs of obtaining a contract with a customer. The Company has determined that sales commissions paid are an immaterial component of obtaining a customer’s contract and has elected to expense sales commissions when earned.GOVERNANCE

~~Inventory~~The ~~Valuation~~following table sets forth the names, ages and titles of our directors, executive officers and key personnel:

~~Inventories~~Executive ~~are~~Officers stated at the lower of cost (first-in, first-out) or net realizable value. Our policy is to evaluate all inventory quantities for amounts on-hand that are potentially in excess of estimated usage requirements, and to write down any excess quantities to estimated net realizable value. Inherent in the estimates of net realizable values are management’s estimates related to customer demand and the development of new technology, which could make our theater and digital media products obsolete, among other items.Directors:

Income Taxes

Name	Age	Title

Executive Officers and Directors:
Phil Rafnson	78	Chief Executive Officer and Chairman of the Board
Francois Godfrey	54	President and Chief Operating Officer
Jose Delgado	62	Executive Vice President, Sales and Marketing
Bevan Wright	56	Executive Vice President, Operations
William Greene	69	Chief Financial Officer
Katherine D. Crothall, Ph.D.	76	Director
John C. Stiska	83	Director
Scott Anderson	71	Director

Key Personnel:
David Richards	69	Senior Vice President, Engineering
Frank Tees	51	Vice President, Technical Sales & Support

~~The~~Phil ~~Company~~Rafnson has ~~utilizes~~been anour ~~asset~~Chairman ~~and~~of ~~liability~~the ~~approach~~Board ~~for~~since ~~financial~~the ~~accounting~~Company’s ~~and~~founding ~~reporting~~in ~~for~~2003 ~~income~~and ~~taxes. The~~became ~~provisions~~President ~~for~~and ~~income~~Chief ~~taxes~~Executive ~~are~~Officer ~~based~~in January 2021. Mr. ~~upon~~Rafnson ~~income~~resigned oras ~~loss~~President ~~after~~effective October ~~adjustment~~30, ~~for~~2024. Mr. Rafnson ~~those~~has ~~permanent~~been ~~items~~a ~~that~~major ~~are~~participant ~~not considered~~ in the ~~determination~~cinema ofequipment ~~taxable~~business ~~income. Deferred~~for ~~income~~over ~~taxes~~30 years ~~represent~~going ~~the~~from ~~tax~~a ~~effects~~sound ofengineer ~~difference~~for ~~between~~RCA ~~the~~Service ~~financial~~Co. ~~reporting~~to ~~and~~National ~~tax~~Sales ~~basis~~Manager offor ~~the~~Xetron Inc., ~~Company’s~~to ~~assets~~President and ~~liabilities~~owner atof ~~the~~Media ~~enacted~~Technology ~~tax~~Source ~~rates~~(MTS), inone ~~effect~~of ~~for~~ the ~~years~~largest inglobal ~~which~~cinema ~~the~~equipment ~~difference~~distribution iscompanies ~~expected~~until tohe ~~reverse.~~sold ~~The~~MTS ~~effects on deferred tax assets and liabilities of a change~~ in ~~tax~~1999. ~~rates~~He ishas ~~recognized~~served inas ~~the~~Board ~~period~~member ~~that~~of ~~includes~~ the ~~enactment~~International ~~date. Deferred~~Theatre ~~tax~~Equipment ~~assets~~Association ~~are~~for ~~reduced~~12 years byand ~~valuation~~Officer ~~allowance~~and ~~when,~~President ~~in the opinion~~ of ~~management,~~that itassociation isfor more ~~likely~~ than ~~not~~4 years. ~~that~~Mr. Rafnson’s ~~some~~experience ~~portion~~in orthe ~~all~~cinema ofequipment ~~the~~industry ~~deferred~~qualifies ~~tax~~him ~~assets~~to ~~will~~serve ~~not~~on beour ~~realized~~board of directors.

~~ITEM~~Francois 7AGodfrey was appointed President to succeed Phil Rafnson and also appointed our Chief Operating Officer and to the Board on October 30, 2024.~~QUANTITATIVE~~ He ~~AND~~is ~~QUALITATIVE~~an ~~DISCLOSURES~~accomplished ~~ABOUT~~executive ~~MARKET~~with ~~RISK~~over three decades of experience in business development, sales, and marketing across the cinema and professional services industries. Francois joined Moving iMage Technologies in 2022 as VP of Business Development, Francois leads strategic initiatives for new products and SaaS solutions. He began his career managing cinema operations while overseeing FF&E purchasing and construction. At QSC Audio Products, Francois spearheaded the global launch of cinema loudspeaker and processor lines, building a robust distribution network. As VP of Marketing at Ballantyne Strong, he led the company’s transition from manufacturing to distribution, driving significant growth. At Barco, Francois played a pivotal role in expanding the adoption of laser projection systems, leading cross-functional teams to grow market share and increase revenue, while overseeing the successful launch of new technologies worldwide. At Christie Digital Systems, he spearheaded the acquisition and launched the Cinergy SaaS platform, securing contracts with major cinema chains like AMC, Cinemark, and Regal. Mr. Godfrey’s wide experience in business development and marketing in the cinema industry qualifies him to serve on our board of directors.

~~Not~~Jose ~~applicable~~Delgado has been our Executive Vice President, Sales and Marketing since the Company’s founding in 2003. Prior to joining MiT, Mr. Delgado spent fifteen years at Christie Digital Systems in increasing positions of responsibility, as National Sales Manager, Director of Sales, and Vice President of Sales. During his tenure helped the company become a major force in the cinema industry. Previously he held various positions at JVC, including Sales Representative for video products for the Los Angeles and Las Vegas markets.

~~ITEM~~Bevan 8Wright is a Company founding partner and has been our Executive Vice President, Operations since the Company’s founding in 2003.~~FINANCIAL~~ ~~STATEMENTS~~In ~~AND~~the ~~SUPPLEMENTARY~~industry ~~DATA~~since 1985, Bevan spent ten years as Cinema Systems Product and Engineering Manager at Christie Digital Systems, directing product development and engineering support for all cinema product lines, managing the product lines to develop and bring to market fully integrated solutions for cinema exhibitors. The previous nine years he held engineering and operations positions at Christie, United Artists, and with other cinema exhibitors. Mr. Wright has over 34 years of experience in the cinema industry in varying positions from operations to technical services and he holds the Bachelor of Science degree in Mechanical Engineering from Arizona State University, and two patents in cinema projection technology.

~~The~~William F. Greene was appointed as full-time Chief Financial Officer effective April 20, 2023. Mr. Greene, is the founder of William Greene Consulting, established in 2001, which provides financial ~~statements~~consulting ~~required~~services byfor ~~this~~private ~~item~~and ~~are~~public ~~set~~companies, ~~forth~~preparing ~~following~~financial ~~Item 16~~reports and providing comprehensive financial forecasting, CFO level strategy business planning and cash flow reviews, SEC compliance and investor relations management. Mr. Greene's experience includes serving as the chief financial officer for AscentX Medical Inc. from 2015 to 2017, serving as a consultant to the chief financial officer of ~~this~~Pepperball ~~Report~~Technologies, Inc. from 2009 to 2010, and ~~are~~serving ~~incorporated~~as ~~herein~~the bychief ~~reference~~financial officer for Surge Global Energy from 2006 to 2008. Mr. Greene holds a Bachelor of Science degree in Business Administration with a focus on accounting from California State University Dominguez Hills.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~ 29

~~None.~~ Table of Contents

32Katherine D. Crothall, Ph.D. became a Director in July 2021. Ms. Crothall has been the Chairman, Chief Executive Officer and President of Aspire Bariatrics, Inc. (“Aspire”) since November 2010. Prior to Aspire, Dr. Crothall served as a Principal of Liberty Venture Partners, Inc. from 2006 to November 2010. Prior to Liberty, she founded Animas Corporation in 1996 and served as its Chairman, President, Chief Executive Officer, led its $69 million IPO in 2004, and sold it to Johnson and Johnson in 2006. From October 1988 to September 1993, Dr. Crothall served as President and Chief Executive Officer of Luxar Corporation, which she founded in 1988, sold and manufactured CO2 lasers for cosmetic, oral, surgical, dental, dermatological and surgical applications. Dr. Crothall founded Laakmann Electro-Optics, which manufactured and marketed CO2 lasers and was sold to Johnson & Johnson in 1981. She was employed as an engineer at Hughes Aircraft from 1971 to 1978. She has been an Independent Director of Valeritas Holdings, Inc. since October 10, 2016. Dr. Crothall is a director of Adhezion BioMedical and a former Director of Xanitos, Inc. She served as a former Director of Othera Pharmaceuticals Inc., Intact Vascular, Inc., and Lungpacer, Inc. Dr. Crothall served as a Director of Animas Corp. since 1996 until its sale to J&J in 2006. She holds over 20 patents and is the recipient of several awards including the Ernst & Young Entrepreneur of the Year Award in 2003 and the Greater Philadelphia Raymond Rafferty Entrepreneurial Excellence Award in 2004. She has authored numerous technical papers and has given numerous papers at scientific/medical symposiums. Dr. Crothall holds a B.S. in Electrical Engineering from the University of Pennsylvania and Master of Science and a Ph.D. in Electrical Engineering from the University of Southern California. Dr. Crothall’s extensive experience in public company finance and acquisition experience qualifies her to serve on our board of directors.

~~Table~~John C. Stiska became a Director in July 2021. Since 2005, Mr. Stiska is Chairman & CEO of ~~Contents~~AscentX Medical, Inc. a privately held medical device company based in San Diego and has been the principal of Regent Partners, a merchant banking firm, and was a Senior Advisor to Agility Capital, LLC, a venture lending fund from 2007 to 2013; prior to that he was Chairman of Commercial Bridge Capital, LLC, also a venture lending fund. Over the past two decades, John Stiska has served as a CEO, Chairman, Director and investor in more than thirty private and public companies. Underlying his extensive, twenty-year business leadership and development experience, and service on numerous Boards of Directors, John was a practicing Corporate and Securities partner at Brobeck, Phleger & Harrison, and of Counsel at Latham & Watkins. He also taught Securities Regulation as an Adjunct Professor of Law at the University of San Diego School of Law. He started his career and became a partner at Luce, Forward, Hamilton & Scripps, before being one of the founding partners of Aylward, Kintz, Stiska, Wassenaar and Shannahan, which merged into and became the San Diego Office of the Brobeck Firm, shortly after which time he joined Intermark, Inc. as President, and subsequently took Intermark, Inc. and its majority owned company Triton Group Ltd through an extensive Chapter 11 reorganization and refinancing, emerging as a successfully restructured public company, Triton Group Ltd. Mr. Stiska received a B.A. in Accounting, BBA, in 1965 and a J.D. from the University of Wisconsin in 1970. Mr. Stiska’s extensive experience in public company finance and related corporate matters qualifies him to serve on our board of directors.

~~ITEM~~Scott 9ALloyd Anderson, J.~~CONTROLS~~D., ~~AND~~CPA became ~~PROCEDURES~~a Director in July 2021. Mr. Anderson practiced with KPMG as a tax CPA in the early 1980s and since 1983 has practiced as an attorney representing businesses and their respective owners. Mr. Anderson is a shareholder at the law firm of Fabyanske, Westra, Hart & Thomson, P.A., which he joined in 1985. Mr. Anderson was on the board of directors of the firm from 1988 through 2014 and was elected president of the firm over four different time frames. Over the last 30 years, Mr. Anderson has structured, negotiated and closed over 200 merger and acquisition transactions of privately held companies ranging in transaction value from a few million to over a billion dollars. Mr. Anderson has been on the board of directors of various construction companies and is a principal owner, director and officer of a safety engineering company, a small investment company and a small oil and gas company. Mr. Anderson also assisted with the initial organization of the Company in 2003. Mr. Anderson has a B.A. in Business Administration from Augsburg University located in Minneapolis, Minnesota and a J.D. from William Mitchell College of Law located in St. Paul, Minnesota. Mr. Anderson also taught accounting and business law at Augsburg University. Mr. Anderson’s extensive experience in finance and acquisition transactions and prior accounting experience qualifies him to serve on our board of directors.

~~Evaluation~~Key ~~of Disclosure Controls and Procedures~~Personnel:

WeDavid ~~maintain~~Richards has ~~disclosure~~been ~~controls~~our ~~and~~Senior ~~procedures~~Vice ~~designed~~President, toEngineering ~~ensure~~since ~~that~~ the ~~information~~Company’s wefounding ~~are required to disclose~~ in ~~reports~~2003. ~~that~~Mr. Richards wehas ~~file~~nineteen years orof ~~submit~~experience ~~under~~in the ~~Exchange~~cinema ~~Act~~industry. isHe ~~recorded,~~spent ~~processed,~~five years ~~summarized~~in engineering and ~~reported~~engineering ~~within~~management ~~the~~positions ~~time~~at ~~periods~~Christie. ~~specified~~He ~~under~~has ~~the~~been ~~rules~~active ~~and~~in ~~forms~~SMPTE offor the ~~SEC.~~past ~~Disclosure controls and procedures include~~eighteen years, ~~without limitation, controls~~ and ~~procedures~~presently ~~designed~~serves toon ~~ensure~~several ~~that~~of ~~such~~the ~~information~~SMPTE isDC28 ~~accumulated~~digital ~~and~~cinema ~~communicated~~committees toas ~~our~~well ~~management,~~as ~~including~~the ~~our~~Film ~~Chief~~Technology ~~Executive~~committee ~~Officer~~ and ~~our~~Projection ~~Chief~~Technology ~~Financial~~committee. ~~Officer, as appropriate to allow timely decisions regarding required disclosures~~Mr. Richards Asis ~~required~~past bychair ~~paragraph (b)~~ of ~~Rules 13a-15 and 15d-15 under~~ the ~~Exchange~~SMPTE ~~Act,~~Hollywood ~~our~~section ~~Chief Executive Officer~~ (~~our principal executive~~‘96 – ’97) and ~~Chief~~was ~~Financial~~Program ~~Officer~~Chair ~~(our~~for ~~principal~~the ~~financial~~first ~~officer~~ and ~~principal~~second ~~accounting~~SMPTE ~~officer)~~Film ~~carried~~Conferences, ~~out~~held anin ~~evaluation~~1997 ofand ~~the~~1998. ~~effectiveness~~He ofis the ~~design~~author ~~and operation~~ of ~~our~~several ~~disclosure~~SMPTE ~~controls~~papers and ~~procedures~~articles asfor ofvarious ~~June~~trade ~~30, 2024~~publications. ~~Based~~He onhas ~~this~~a ~~evaluation,~~background ~~our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined~~ in ~~paragraph~~mechanical, ~~(e)~~electronic ~~of Rules 13a-15~~ and ~~15d-15~~electrical ~~under~~engineering ~~the Exchange Act) were not effective at June 30, 2024 due to material weaknesses in our internal control over financial reporting as described below~~design.

~~Limitations on Internal Control over Financial Reporting~~ 30

An Table internal control system over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.Contents

~~Management~~Frank Tees has been our Vice President, Technical Sales & Support since 2011. Mr. Tees started his cinema career in 1989, serving in most aspects of theater exhibition with Krikorian Premiere Theaters. He spent the past 15 years with the world’s ~~Annual~~largest ~~Report~~exhibitor, onRegal ~~Internal~~Entertainment ~~Control~~Group, ~~over~~and ~~Financial~~since ~~Reporting~~2002 has been Director of Technical Services for the Southwest Region. He managed a team of technicians in preparation, installation and service of film and digital cinema equipment for 1,000 screens in Southern California, Hawaii, Nevada and Arizona. Mr. Tees has extensive training in 3D and standard DLP and Sony projection systems and practical experience installing them in an integrated and networked environment. Mr. Tees also managed Regal’s technical training program and developed preventative maintenance and tracking guidelines to service systems according to their warranty.

~~Our~~Family management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process used to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles in the United States. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles in the United States, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.Relationships

~~Under~~There ~~the~~are ~~supervision~~no ~~and~~family ~~with~~relationships ~~the~~among ~~participation~~any of our ~~management, including our Chief Executive Officer (our principal~~ executive ~~officer)~~officers ~~and~~or ~~Chief Financial Officer (our principal financial officer and principal accounting officer), we performed an assessment of the Company’s significant processes and key controls~~directors. ~~Based on this assessment, management concluded that our internal controls over financial reporting were not effective as of June 30, 2024 due to the material weaknesses described below.~~

~~A material weakness is defined within the Public Company Accounting Oversight~~ Board’s ~~Auditing~~Leadership Standard No. 5 as a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We determined that our internal control over financial reporting had the following material weaknesses:Structure

~~Prior~~Our toboard ~~the completion~~ of ~~our~~directors ~~IPO,~~does wenot ~~had~~have ~~been~~ a ~~private~~policy ~~company~~on ~~with~~whether ~~limited~~or ~~accounting~~not ~~personnel and other resources to address our internal control over financial reporting. During~~ the ~~course~~role of ~~preparing our consolidated financial statements for~~ the ~~years~~Chief ~~ended~~Executive ~~June~~Officer ~~30, 2024~~ and ~~2023,~~Chairman weshould ~~determined~~be ~~that~~separate weor, ~~had~~if ~~material~~it ~~weaknesses~~is into ~~our~~be ~~internal~~separate, ~~control~~whether ~~over financial reporting relating to (i)~~ the ~~design~~Chairman ~~and~~should ~~operation~~be ofselected ~~our~~from ~~closing and financial reporting process, (ii)~~ the ~~fact~~non-employee ~~that~~directors ~~we had no formal~~ or ~~documented~~be ~~accounting~~an ~~policies~~employee. ~~or procedures~~Currently, ~~(iii)~~we ~~the~~operate ~~fact~~with ~~that~~Mr. Rafnson ~~certain~~serving ~~segregation~~as ofour ~~duties~~Chairman ~~issues existed~~ and ~~(iv)~~our ~~the~~Chief ~~fact~~Executive ~~that~~Officer. ~~there~~We ~~was~~currently nobelieve ~~formal~~that ~~review~~Mr. Rafnson ~~process~~serving ~~around~~in ~~journal~~both ~~entries~~capacities ~~recorded~~best ~~until~~serves the ~~end~~Company ofand ~~March~~suits ~~2023.~~the Totalents, ~~improve~~expertise ~~internal~~and ~~controls,~~experience ~~and~~that ~~starting~~Mr. Rafnson ~~with~~brings to the Company.

33Committees of the Board of Directors

~~Table~~Our board of ~~Contents~~directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors. The board of directors may also establish other committees from time to time to assist our company and the board of directors. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, NYSE American and SEC rules and regulations, as applicable. Each committee’s charter is available on our website at www.movingimagetech.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this Report.

~~three~~Audit months ended March 31, 2023 and continuing since, Management updates month end close checklists, has implemented more segregation of duties among its limited accounting staff and the CFO formally approves month end journal entries.committee

~~Changes~~Chaired by John C. Stiska, Katherine D. Crothall, Ph.D. and Scott Lloyd Anderson also serve on the audit committee. Our board of directors has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and NYSE, and that each has sufficient knowledge in ~~Internal~~financial ~~Control~~and ~~over~~auditing ~~Financial~~matters ~~Reporting~~to serve on the audit committee. Our board of directors has designated John C. Stiska as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:

~~Other~~● ~~than as described below~~appointing, ~~during~~approving the ~~quarter~~compensation ~~ended June 30~~of, ~~2024, there have been no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f)~~ and ~~15(d)-15(f)~~assessing ~~promulgated under~~ the ~~Exchange~~independence ~~Act,~~of ~~that have materially affected, or are reasonably likely to materially affect,~~ our ~~internal~~independent ~~control~~registered ~~over~~public ~~financial~~accounting ~~reporting.~~firm;

~~Management’s~~● ~~Plan~~pre-approving ~~for~~auditing ~~Remediation~~and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

To● ~~address~~reviewing ~~identified~~the ~~material~~overall ~~weaknesses,~~audit weplan ~~have~~with ~~continued~~our ~~the~~independent ~~process~~registered ofpublic ~~instituting a number of~~ accounting ~~processes~~firm and ~~procedures. In~~members ~~April~~of ~~2023,~~management ~~the~~responsible ~~Company~~for ~~hired~~preparing aour ~~seasoned~~ financial ~~executive consultant as Chief Financial Officer. The CFO has also undertaken the training of our senior and accounting personnel in the requirements of being a public company.~~statements;

~~The~~● ~~actions~~reviewing ~~we have taken are subject to continued review, supported by confirmation~~ and ~~testing~~discussing bywith management. ~~While~~and weour ~~have~~independent ~~implemented~~registered apublic ~~plan~~accounting tofirm ~~remediate~~our ~~these~~annual ~~weaknesses,~~and ~~there~~quarterly ~~can~~financial bestatements noand ~~assurance~~related ~~that~~disclosures weas ~~will~~well beas ~~able~~critical toaccounting ~~timely~~policies ~~remediate these weaknesses, which could impair our ability to accurately~~ and ~~timely~~practices ~~report~~used ~~our~~by ~~financial position, results of operations or cash flows.~~us;

~~Attestation~~● ~~Report~~coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

As● anestablishing ~~emerging~~policies ~~growth~~and ~~company,~~procedures for the ~~Company~~receipt isand ~~not~~retention ~~required to include in this report a report on the effectiveness~~ of ~~internal~~accounting-related ~~control~~complaints ~~over~~and ~~financial reporting by the Company’s independent registered public accounting firm.~~concerns;

~~ITEM 9B.OTHER INFORMATION~~ 31

~~None.~~ Table of Contents

~~ITEM 9CDISCLOSURE~~● ~~REGARDING~~recommending, ~~FOREIGN~~based ~~JURISDICTIONS~~upon ~~THAT~~the ~~PREVENT~~audit ~~INSPECTIONS~~committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10‑K;

~~Not~~● ~~applicable.~~monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

● preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

● reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

● reviewing quarterly earnings releases.

Compensation committee

Chaired by Katherine D. Crothall, Ph.D, John C. Stiska and Scott Lloyd Anderson also serve on the compensation committee. Our board of directors has determined that each member of the compensation is “independent” as defined in the applicable NYSE American rules. The compensation committee’s responsibilities include:

● annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

● evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation: (i) recommending to the board of directors the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans;

● reviewing and recommending to the board of directors the cash compensation of our other executive officers;

34● reviewing and establishing our overall management compensation, philosophy and policy;

~~Table~~● ofoverseeing ~~Contents~~and administering our compensation and similar plans;

~~PART III~~● reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable NYSE American rules;

~~ITEM~~● ~~10.DIRECTORS,~~retaining ~~EXECUTIVE~~and ~~OFFICERS~~approving ~~AND~~the ~~CORPORATE~~compensation ~~GOVERNANCE~~of any compensation advisors;

~~The~~● ~~following~~reviewing ~~table~~and ~~sets~~approving ~~forth~~our ~~the~~policies ~~names, ages~~ and ~~titles~~procedures offor ~~our~~the ~~directors,~~grant ~~executive~~of ~~officers~~equity-based ~~and key personnel:~~awards;

● reviewing and recommending to the board of directors the compensation of our directors; and

~~Executive~~● ~~Officers~~preparing the compensation committee report required by SEC rules, if and ~~Directors:~~when required, to be included in our annual proxy statement.


Name	Age	Title

Executive Officers and Directors:
Phil Rafnson	77	President, Chief Executive Officer and Chairman of the Board
Jose Delgado	61	Executive Vice President, Sales and Marketing
Bevan Wright	55	Executive Vice President, Operations
William Greene	68	Chief Financial Officer
Katherine D. Crothall, Ph.D.	75	Director
John C. Stiska	82	Director
Scott Anderson	70	Director

Key Personnel:
David Richards	68	Senior Vice President, Engineering
Francois Godfrey	53	Vice President of Business Development
Frank Tees	50	Vice President, Technical Sales & Support

None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

~~Phil~~ Table ~~Rafnson has been our Chairman~~ of the Board since the Company’s founding in 2003 and became President and Chief Executive Officer in January 2021. Mr. Rafnson has been a major participant in the cinema equipment business for over 30 years going from a sound engineer for RCA Service Co. to National Sales Manager for Xetron Inc., to President and owner of Media Technology Source (MTS), one of the largest global cinema equipment distribution companies until he sold MTS in 1999. He has served as Board member of the International Theatre Equipment Association for 12 years and Officer and President of that association for more than 4 years. Mr. Rafnson’s experience in the cinema equipment industry qualifies him to serve on our board of directors.Contents

~~Jose~~Nominating ~~Delgado has been our Executive Vice President, Sales~~ and ~~Marketing~~corporate ~~since~~governance the Company’s founding in 2003. Prior to joining MiT, Mr. Delgado spent fifteen years at Christie Digital Systems in increasing positions of responsibility, as National Sales Manager, Director of Sales, and Vice President of Sales. During his tenure he increased by 10-fold the cinema presentation product sales of Christie, helping the company become a major force in the cinema industry. Previously he held various positions at JVC, including Sales Representative for video products for the Los Angeles and Las Vegas markets.committee

~~Bevan~~Chaired ~~Wright is~~by aScott ~~Company~~Lloyd ~~founding partner and has been our Executive Vice President~~Anderson, ~~Operations since the Company’s founding in 2003~~Katherine D. ~~In the industry since 1985~~Crothall, ~~Bevan spent ten~~ ~~years~~Ph.D ~~as Cinema Systems Product~~ and ~~Engineering~~John ~~Manager~~C. atStiska ~~Christie Digital Systems, directing product development~~ and ~~engineering~~also ~~support~~serve ~~for~~on ~~all cinema product lines, managing~~ the ~~product~~nominating ~~lines to develop~~ and ~~bring~~governance ~~to market fully integrated solutions for cinema exhibitors~~committee. ~~The~~Our ~~previous~~board ~~nine years~~of hedirectors ~~held~~has ~~engineering~~determined ~~and~~that ~~operations~~each ~~positions~~member atof ~~Christie,~~the ~~United~~nominating ~~Artists,~~ and ~~with~~corporate ~~other~~governance ~~cinema~~committee ~~exhibitors.~~is ~~Mr. Wright~~“independent” ~~has~~as ~~over~~defined ~~34 years of experience~~ in the ~~cinema~~applicable ~~industry~~NYSE inAmerican ~~varying~~rules. ~~positions~~The ~~from~~nominating ~~operations to technical services~~ and hecorporate ~~holds~~governance ~~the~~committee’s ~~Bachelor~~responsibilities ~~of Science degree in Mechanical Engineering from Arizona State University, and two patents in cinema projection technology.~~include:

~~William~~● F.developing ~~Greene has been our Interim Chief Financial Officer since January 23, 2023~~ and ~~following~~recommending ~~the~~to ~~passing of prior CFO Mike Sherman in November 2022. William Greene was appointed as full-time Chief Financial Officer effective April 20, 2023. Mr. Greene, is~~ the ~~founder~~board of ~~William~~directors’ ~~Greene~~criteria ~~Consulting, established in 2001, which provides financial consulting services~~ for ~~private~~board and ~~public~~committee companies, preparing financial reports and providing comprehensive financial forecasting, CFO level strategy business planning and cash flow reviews, SEC compliance and investor relations management. Mr. Greene's experience includes membership;

35● establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

~~Table~~● reviewing the composition of ~~Contents~~the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

~~serving~~● asidentifying ~~the~~individuals ~~chief~~qualified ~~financial officer for AscentX Medical Inc. from 2015~~ to ~~2017,~~become ~~serving~~members ~~as a consultant to the chief financial officer~~ of ~~Pepperball Technologies, Inc. from 2009 to 2010, and serving as~~ the ~~chief~~board ~~financial officer for Surge Global Energy from 2006 to 2008. Mr. Greene holds a Bachelor~~ of ~~Science degree in Business Administration with a focus on accounting from California State University Dominguez Hills.~~directors;

● recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

~~Katherine~~● D.reviewing ~~Crothall, Ph.D. became a Director in July 2021. Ms. Crothall has been the Chairman, Chief Executive Officer~~ and ~~President~~recommending ~~of Aspire Bariatrics, Inc. (“Aspire”) since November 2010. Prior~~ to Aspire, Dr. Crothall served as a Principal of Liberty Venture Partners, Inc. from 2006 to November 2010. Prior to Liberty, she founded Animas Corporation in 1996 and served as its Chairman, President, Chief Executive Officer, led its $69 million IPO in 2004, and sold it to Johnson and Johnson in 2006. From October 1988 to September 1993, Dr. Crothall served as President and Chief Executive Officer of Luxar Corporation, which she founded in 1988, sold and manufactured CO2 lasers for cosmetic, oral, surgical, dental, dermatological and surgical applications. Dr. Crothall founded Laakmann Electro-Optics, which manufactured and marketed CO2 lasers and was sold to Johnson & Johnson in 1981. She was employed as an engineer at Hughes Aircraft from 1971 to 1978. She has been an Independent Director of Valeritas Holdings, Inc. since October 10, 2016. Dr. Crothall is a director of Adhezion BioMedical and a former Director of Xanitos, Inc. She served as a former Director of Othera Pharmaceuticals Inc., Intact Vascular, Inc., and Lungpacer, Inc. Dr. Crothall served as a Director of Animas Corp. since 1996 until its sale to J&J in 2006. She holds over 20 patents and is the ~~recipient~~board of several awards including the Ernst & Young Entrepreneur of the Year Award in 2003 and the Greater Philadelphia Raymond Rafferty Entrepreneurial Excellence Award in 2004. She has authored numerous technical papers and has given numerous papers at scientific/medical symposiums. Dr. Crothall holds a B.S. in Electrical Engineering from the University of Pennsylvania and Master of Science and a Ph.D. in Electrical Engineering from the University of Southern California. Dr. Crothalldirectors’s ~~extensive~~appropriate ~~experience~~corporate ingovernance ~~public~~guidelines; ~~company finance~~ and ~~acquisition experience qualifies her to serve on our board of directors.~~

~~John~~● C.overseeing ~~Stiska became a Director in July 2021. Since 2005, Mr. Stiska has been~~ the ~~principal~~evaluation of Regent Partners, a merchant banking firm, and was a Senior Advisor to Agility Capital, LLC, a venture lending fund from 2007 to 2013; prior to that he was Chairman of Commercial Bridge Capital, LLC, also a venture lending fund. Over the past two decades, John Stiska has served as a CEO, Chairman, Director and investor in more than thirty private and public companies. Underlying his extensive, twenty-year business leadership and development experience, and service on numerous Boards of Directors, John was a practicing Corporate and Securities partner at Brobeck, Phleger & Harrison, and of Counsel at Latham & Watkins. He also taught Securities Regulation as an Adjunct Professor of Law at the University of San Diego School of Law. He started his career and became a partner at Luce, Forward, Hamilton & Scripps, before being one of the founding partners of Aylward, Kintz, Stiska, Wassenaar and Shannahan, which merged into and became the San Diego Office of the Brobeck Firm, shortly after which time he joined Intermark, Inc. as President, and subsequently took Intermark, Inc. and its majority owned company Triton Group Ltd through an extensive Chapter 7 reorganization and refinancing, emerging as a successfully restructured public company, Triton Group Ltd. Mr. Stiska received a B.A. in Accounting, BBA, in 1965 and a J.D. from the University of Wisconsin in 1970. Mr. Stiska’s extensive experience in public company finance and related corporate matters qualifies him to serve on our board of directors.

~~Scott~~Code Lloyd Anderson, J.D., CPA became a Director in July 2021. Mr. Anderson practiced with KPMG as a tax CPA in the early 1980s and since 1983 has practiced as an attorney representing businesses and their respective owners. Mr. Anderson is a shareholder at the law firm of Fabyanske, Westra, Hart & Thomson, P.A., which he joined in 1985. Mr. Anderson was on the board of directors of the firm from 1988 through 2014 and was elected president of the firm over four different time frames. Over the last 30 years, Mr. Anderson has structured, negotiated and closed over 200 merger and acquisition transactions of privately held companies ranging in transaction value from a few million to over a billion dollars. Mr. Anderson has been on the board of directors of various construction companies and is a principal owner, director and officer of a safety engineering company, a small investment company and a small oil and gas company. Mr. Anderson also assisted with the initial organization of the Company in 2003. Mr. Anderson has a B.A. in Business Administration from Augsburg University located in Minneapolis, Minnesota and a J.D. from William Mitchell College of Law located in St. Paul, Minnesota. Mr. Anderson also taught accounting and business ~~law~~conduct ~~at Augsburg University. Mr. Anderson’s extensive experience in finance~~ and ~~acquisition transactions and prior accounting experience qualifies him to serve on our board of directors.~~ethics

~~Key~~We ~~Personnel:~~have adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions. A current copy of this code is posted on the Corporate Governance section of our website, which is located at www.movingimagetech.com. The information on our website is deemed not to be incorporated in this Report or to be a part of this Report. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8‑K.

~~David~~Delinquent ~~Richards~~Section ~~has been our Senior Vice President, Engineering since the Company’s founding in 2003. Mr.~~16(a) Richards has nineteen years of experience in the cinema industry. He spent five years in engineering and engineering management positions at Christie. He has been active in SMPTE for the past eighteen years, and presently serves on several of the SMPTE DC28 digital cinema Reports

36Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent of our Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us. Based solely on the reports received by us and on the representations of the reporting persons, we believe that our directors and executive officers complied with all applicable filing requirements during the fiscal year ended June 30, 2025, except that William Greene did not timely file a Form 4 reporting for one stock option award and each of John C. Stiska, Katherine D. Crothall, Ph.D. and Scott Lloyd Anderson did not timely file a Form 4 for one option award and one stock award, and Jose Delgado did not timely file a Form 4 for a private transaction with the Company.

~~Table~~Further, based solely on the reports received by us and on the representations of ~~Contents~~the reporting persons, we believe each greater than ten percent holder complied with all applicable filing requirements during the fiscal year ended June 30, 2025.

~~committees~~Insider asTrading ~~well~~Policies ~~as the Film Technology committee~~ and Projection Technology committee. Mr. Richards is past chair of the SMPTE Hollywood section (‘96 – ’97) and was Program Chair for the first and second SMPTE Film Conferences, held in 1997 and 1998. He is the author of several SMPTE papers and articles for various trade publications. He has a background in mechanical, electronic and electrical engineering design.Procedures

~~Francois~~We ~~Godfrey~~have isinsider antrading ~~experienced~~policies ~~executive~~and ~~with~~procedures ~~over~~that ~~three~~govern ~~decades~~the ~~of experience in business development~~purchase, ~~sales~~sale, and/or ~~marketing~~other ~~across~~disposition of the ~~cinema~~Company’s ~~and~~securities ~~professional~~by ~~services~~our ~~industries. Francois joined Moving iMage Technologies in 2022 as VP of Business Development~~directors, ~~Francois~~officers ~~leads strategic initiatives for new products~~ and ~~SaaS~~employees, ~~solutions. He began his career managing cinema operations while overseeing FF&E purchasing~~ and ~~construction. At QSC Audio Products, Francois spearheaded~~ the ~~global~~Company ~~launch of cinema loudspeaker and processor lines~~itself, ~~building~~that awe ~~robust~~believe ~~distribution~~are reasonably ~~network.~~designed Asto VPpromote ofcompliance ~~Marketing~~by ~~at Ballantyne Strong, he led~~ the ~~company’s~~Company ~~transition~~and ~~from~~our ~~manufacturing to distribution~~directors, ~~driving significant growth. At Barco~~officers, ~~Francois~~and ~~played~~employees awith ~~pivotal~~insider ~~role~~trading ~~in expanding the adoption of laser projection systems~~laws, ~~leading~~rules ~~cross-functional~~and ~~teams~~regulations ~~to grow market share~~ and ~~increase revenue, while overseeing~~ the ~~successful~~listing ~~launch~~standards of ~~new~~NYSE ~~technologies worldwide~~American. AtA ~~Christie~~copy ~~Digital~~of our ~~Systems,~~Insider ~~spearheaded~~Trading ~~the~~Policy ~~acquisition~~is ~~and~~filed ~~launched the Cinergy SaaS platform, securing contracts~~ with ~~major~~this ~~cinema~~Annual ~~chains~~Report ~~like~~on ~~AMC,~~Form ~~Cinemark,~~10-K ~~and~~as ~~Regal~~Exhibit 19.1.

~~Frank Tees~~ITEM ~~has been our Vice President, Technical Sales & Support since 2011~~11. EXECUTIVE Mr. Tees started his cinema career in 1989, serving in most aspects of theater exhibition with Krikorian Premiere Theaters. He spent the past 15 years with the world’s largest exhibitor, Regal Entertainment Group, and since 2002 has been Director of Technical Services for the Southwest Region. He managed a team of technicians in preparation, installation and service of film and digital cinema equipment for 1,000 screens in Southern California, Hawaii, Nevada and Arizona. Mr. Tees has extensive training in 3D and standard DLP and Sony projection systems and practical experience installing them in an integrated and networked environment. Mr. Tees also managed Regal’s technical training program and developed preventative maintenance and tracking guidelines to service systems according to their warranty.COMPENSATION

~~Family~~Compensation ~~Relationships~~of Named Executive Officers

~~There~~The ~~are~~summary compensation table below shows certain compensation information for services rendered in all capacities for the fiscal years ended June 30, 2025 and 2024. Other than as set forth herein, no ~~family~~executive ~~relationships~~officer’s ~~among~~salary and bonus exceeded $100,000 in any of ~~our~~the ~~executive~~applicable years. ~~officers~~The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or ~~directors~~deferred.

Board Leadership Structure

						All Other
	Fiscal					Compensation
Name and Principal Position	Year	Salary ($)		Bonus ($)		($)		Total ($)

Philip Rafnson	2025	$	160,985	$	100,000	$	—	$	260,985
President and Chief Executive Officer	2024	$	218,667	$	28,000	$	—	$	246,667

Francois Godfrey	2025	$	209,113	$	15,000	$	92,000	$	316,113
President and Chief Operating Officer	2024	$	180,000	$	8,000	$	—		188,000

Jose Delgado(1)	2025	$	215,361	$	—	$	—	$	215,361
Executive Vice President, Sales and Marketing	2024	$	233,730	$	28,000	$	—	$	261,730

Bevan Wright	2025	$	215,294	$	—	$	—	$	215,294
Executive Vice President, Operations	2024	$	233,730	$	28,000	$	—	$	261,730

William Greene	2025	$	203,088	$	—	$	—	$	203,088
Chief Financial Officer	2024	$	220,487	$	28,000	$	—		248,487

~~Our~~(1) ~~board~~On ofFebruary ~~directors~~28, ~~does~~2024, ~~not~~the ~~have~~Company aand ~~policy~~Joe onDelgado, ~~whether~~Executive orVice ~~not~~President ~~the~~of ~~role~~Sales of(“Joe ~~the~~Delgado”) ~~Chief~~agreed ~~Executive~~to ~~Officer~~sell ~~and~~49,586 ~~Chairman~~shares ~~should~~of becommon ~~separate~~stock ~~or,~~at ifa itprice isof to$0.667 beper ~~separate,~~share ~~whether~~(based on the ~~Chairman~~closing ~~should~~stock beprice ~~selected~~as ~~from~~of ~~the~~February ~~non-employee~~27, ~~directors~~2024) orfor bea antotal ~~employee.~~of ~~Currently~~$33,000, wewhich ~~operate~~amount ~~with~~represents satisfaction of Mr. ~~Rafnson~~ ~~serving~~Delgado’s as$25,000 ~~our~~outstanding ~~Chairman~~obligation ~~and~~to ~~our~~the ~~Chief~~Company ~~Executive~~plus ~~Officer.~~an Weestimated ~~currently~~$8,000 ~~believe~~in ~~that~~federal ~~Mr. Rafnson~~and ~~serving~~California instate ~~both~~income ~~capacities~~taxes ~~best~~incurred ~~serves~~in ~~the~~connection ~~Company~~with ~~and~~the ~~suits~~sale. Following the ~~talents~~purchase, ~~expertise~~the ~~and~~shares ~~experience~~were ~~that~~cancelled ~~Mr. Rafnson~~by ~~brings to~~ the Company.

~~Committees of the Board of Directors~~ 33

~~Our~~ Table ~~board~~ of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors. The board of directors may also establish other committees from time to time to assist our company and the board of directors. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, NYSE American and SEC rules and regulations, as applicable. Each committee’s charter is available on our website at www.movingimagetech.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this Report.Contents

Employment Agreements

We currently do not maintain any employment, severance or change in control agreements with our named executive officers. In addition, our named executive officers are not entitled to any payments or other benefits in connection with the termination of employment or a change in control.

Outstanding Equity Awards at Fiscal Year-End

37There were no equity awards grants for any named executive officer during the fiscal year ended June 30, 2025. For information concerning outstanding equity awards held by named executive officers, see Note 8 in the Notes to the Consolidated Financial Statements.

~~Table~~Clawback ~~of Contents~~Policy

~~Audit~~Effective ~~committee~~November 30, 2023, our board of directors adopted a clawback policy that may be applied in the event of a material financial restatement. The clawback policy covers current and former executive officers and includes all incentive compensation. Specifically, in the event of an accounting restatement, we must recover, reasonably promptly, any excess incentive compensation during the three completed fiscal years immediately preceding the date on which we are required to prepare an accounting restatement. Compensation that may be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting is or was based wholly or in part on the attainment of a financial reporting measure. The amount to be recovered will be the excess of the incentive compensation paid based on the erroneous data over the incentive compensation that would have been paid had it been based on the restated results. The full text of our Clawback Policy is included as Exhibit 97.1 to this annual report.

~~Chaired~~2019 byOmnibus ~~John~~Incentive C.Stock Stiska, Katherine D. Crothall, Ph.D. and Scott Lloyd Anderson also serve on the audit committee. Our board of directors has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and NYSE, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our board of directors has designated John C. Stiska as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:Plan

●We ~~appointing~~have adopted a 2019 Omnibus Incentive Stock Plan (the “Plan”). On February 14, ~~approving~~2022, our stockholders approved an amendment increasing the ~~compensation~~number of, ~~and~~stock-based ~~assessing~~awards available for issuance under the ~~independence~~Company’s Plan from 750,000 shares to 1,500,000 shares. At June 30, 2025, an aggregate of 1,150,000 shares of our ~~independent~~Common ~~registered~~Stock ~~public~~is ~~accounting~~reserved ~~firm;~~for issuance and available for awards under the Plan, including incentive stock options granted under the Plan. The Plan administrator may grant awards to any employee, director, consultant or other person providing services to us or our affiliates.

●The ~~pre-approving~~Plan ~~auditing~~is ~~and~~administered ~~permissible~~by ~~non-audit~~the ~~services~~Compensation Committee of the Board. The Plan administrator has the authority to determine, ~~and~~within the limits of the express provisions of the Plan, the individuals to whom awards will be granted, the nature, amount and terms of such ~~services~~awards and the objectives and conditions for earning such awards. The Board may at any time amend or terminate the Plan, provided that no such action may be taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent of the recipient. No awards may be ~~provided~~made byunder ~~our~~the ~~independent~~Plan ~~registered~~after ~~public~~the ~~accounting~~tenth ~~firm;~~anniversary of its effective date.

●Awards ~~reviewing~~under the ~~overall~~Plan ~~audit~~may ~~plan~~include ~~with~~incentive ~~our~~stock ~~independent~~options, ~~registered~~nonqualified ~~public~~stock ~~accounting~~options, ~~firm~~stock ~~and~~appreciation ~~members~~rights (“SARs”), restricted shares of ~~management~~common ~~responsible~~stock, ~~for~~restricted ~~preparing~~stock ~~our~~Units, ~~financial~~performance ~~statements;~~share or Unit awards, other stock-based awards and cash-based incentive awards.

●Stock ~~reviewing~~Options. The ~~and~~Plan ~~discussing~~administrator ~~with~~may ~~management~~grant ~~and~~to a participant options to purchase our ~~independent~~Common ~~registered~~Stock ~~public~~that ~~accounting~~qualify ~~firm~~as ~~our~~incentive ~~annual~~stock options for purposes of Section 422 of the Internal Revenue Code (“incentive stock options”), options that do not qualify as incentive stock options (“non-qualified stock options”) or a combination thereof. The terms and ~~quarterly~~conditions ~~financial~~of ~~statements~~stock option grants, including the quantity, price, vesting periods, and ~~related~~other ~~disclosures~~conditions ason ~~well~~exercise aswill ~~critical~~be ~~accounting~~determined ~~policies~~by the Plan administrator. The exercise price for stock options will be determined by the Plan administrator in its discretion, but non-qualified stock options and ~~practices~~incentive ~~used~~stock options may not be less than 100% of the fair market value of one share of our company’s Common Stock on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise price may not be less than 110% of the fair market value of one share of Common Stock on the date the stock option is granted. Stock options must be exercised within a period fixed by ~~us;~~the Plan administrator that may not exceed ten years from the date of grant, except that in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise period may not exceed five years. At the Plan administrator’s discretion, payment for shares of Common Stock on the exercise of stock options may be made in cash, shares of our Common Stock held by the participant or in any other form of consideration acceptable to the Plan administrator (including one or more forms of “cashless” or “net” exercise).

~~● coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;~~ 34

● Table ~~establishing policies and procedures for the receipt and retention~~ of ~~accounting-related complaints and concerns;~~Contents

●Stock ~~recommending~~Appreciation Rights. The Plan administrator may grant to a participant an award of SARs, ~~based~~which entitles the participant to receive, upon its exercise, a payment equal to (i) the ~~audit~~excess ~~committee’s~~of ~~review~~the ~~and~~fair ~~discussions~~market value of a share of Common Stock on the exercise date over the SAR exercise price, times (ii) the number of shares of common stock with ~~management~~respect ~~and~~to ~~our~~which ~~independent~~the ~~registered~~SAR ~~public~~is ~~accounting~~exercised. ~~firm~~The exercise price for a SAR will be determined by the Plan administrator in its discretion; provided, ~~whether~~however, ~~our~~that ~~audited~~in ~~financial~~no ~~statements~~event shall the exercise price be ~~included~~less inthan the fair market value of our ~~Annual~~common ~~Report~~stock on ~~Form~~the ~~10-K;~~date of grant.

●Restricted ~~monitoring~~Shares ~~the~~and ~~integrity~~Restricted Units. The Plan administrator may award to a participant shares of ~~our~~Common ~~financial~~Stock ~~statements~~subject ~~and~~to ~~our~~specified ~~compliance~~restrictions ~~with~~(“restricted ~~legal~~shares”). ~~and~~Restricted ~~regulatory~~shares ~~requirements~~are subject to forfeiture if the participant does not meet certain conditions such as ~~they~~continued ~~relate~~employment over a specified forfeiture period and/or the attainment of specified performance targets over the forfeiture period. The Plan administrator also may award to ~~our~~a ~~financial~~participant ~~statements~~Units representing the right to receive shares of Common Stock in the future subject to the achievement of one or more goals relating to the completion of service by the participant and/or ~~accounting~~the ~~matters;~~achievement of performance or other objectives (“restricted Units”). The terms and conditions of restricted share and restricted Unit awards are determined by the Plan administrator.

●Performance ~~preparing~~Awards. The Plan administrator may grant performance awards to participants under such terms and conditions as the ~~audit~~Plan ~~committee~~administrator ~~report~~deems ~~required~~appropriate. byA ~~SEC~~performance ~~rules~~award entitles a participant to receive a payment from us, the amount of which is based upon the attainment of predetermined performance targets over a specified award period. Performance awards may be ~~included~~paid in ~~our~~cash, ~~annual~~shares ~~proxy~~of ~~statement;~~Common Stock or a combination thereof, as determined by the Plan administrator.

●Other ~~reviewing~~Stock-Based ~~all~~Awards. The Plan administrator may grant equity-based or equity-related ~~person~~awards, ~~transactions~~referred ~~for~~to ~~potential~~as ~~conflict~~“other ofstock-based ~~interest~~awards,” ~~situations~~other ~~and~~than ~~approving~~options, ~~all~~SARs, ~~such~~restricted ~~transactions;~~shares, restricted Units, or performance awards. The terms and conditions of each other stock-based award will be determined by the Plan administrator. Payment under any other stock-based awards will be made in Common Stock or cash, as determined by the Plan administrator.

●Cash-Based ~~reviewing~~Awards. The ~~quarterly~~Plan ~~earnings~~administrator ~~releases~~may grant cash-based incentive compensation awards, which would include performance-based annual cash incentive compensation to be paid to covered employees subject to Section 162(m) of the Code. The terms and conditions of each cash-based award will be determined by the Plan administrator.

Compensation ~~committee~~of Directors

~~Chaired~~Our byboard ~~Katherine D.~~of ~~Crothall, Ph.D,~~directors ~~John~~believes C.that ~~Stiska~~a ~~and~~significant ~~Scott~~portion ~~Lloyd~~of ~~Anderson~~the ~~also~~total ~~serve~~compensation onpackage ~~the~~for ~~compensation~~our ~~committee.~~non-employee ~~Our~~directors ~~board~~should be equity-based to align the interests of these directors ~~has~~with ~~determined~~our ~~that~~stockholders. ~~each~~Directors ~~member~~who ofare ~~the~~also ~~compensation~~our isemployees ~~“independent”~~do asnot ~~defined~~receive inany ~~the~~additional ~~applicable~~compensation ~~NYSE~~for ~~American~~their ~~rules.~~service ~~The~~on ~~compensation~~our ~~committee’s~~board ~~responsibilities~~of ~~include:~~directors.

●The ~~annually~~following ~~reviewing~~table ~~and~~sets ~~recommending~~forth toall ~~the~~compensation ~~board~~paid ofto ~~directors~~or ~~the~~earned ~~corporate~~by ~~goals~~each ~~and~~non-employee ~~objectives~~director ~~relevant~~of tothe Company during the ~~compensation~~fiscal ofyear ~~our~~ended ~~Chief~~June ~~Executive~~30, ~~Officer;~~2025.

	Fees
	Earned
	or Paid		Option		Stock
	in Cash		Awards		Awards		Total
Name	($)		($)⁽¹⁾⁽²⁾		($)⁽³⁾		($)
Katherine D. Crothall, Ph.D.	$	1,800	$	—	$	6,000	$	7,800
John C. Stiska	$	7,887	$	—	$	4,800	$	12,687
Scott Anderson	$	1,800	$	—	$	12,000	$	13,800

●(1) ~~reviewing~~The ~~and~~amounts ~~recommending~~disclosed toabove reflect the ~~board~~full ofgrant ~~directors~~date ~~the~~fair ~~cash~~values ~~compensation~~in ofaccordance with FASB ASC Topic 718. See “Note 1 - Business Activity And Summary Of Significant Accounting Policies” to our ~~other~~consolidated ~~executive~~financial ~~officers;~~statements for the year ended June 30, 2025.

38(2) On May 26, 2023, the Board of Directors (the "Board") cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $3.00. In its place, the Board granted 150,000 options consisting of 50,000 options each with an exercise price of $1.10 vesting immediately to John Stiska, Katherine Crothall and Scott Anderson.

~~Table~~(3) For the year ended June 30, 2025, and as part of ~~Contents~~director compensation, outside directors opted to receive shares in lieu of cash. On March 25, 2025, the Board cancelled the previously issued May 23, 2023 150,000 share options at $1.10 per share to outside directors consisting of 50,000 each to Directors Katherine Crothall,Scott Anderson and John Stiska. The Board reissued the 150,000 options at $0.65 per share. On May 26, 2023, the Board granted either (i) 10,000 shares of the Company's stock, or (ii) options for 10,000 shares at $1.10 per share to each outside director Katherine Crothall, Scott Anderson and John Stiska. On March 25, 2025, the Board re-priced the $1.10 shares or options to $0.65 per share which resulted in an incremental stock-based compensation charge of $11,000 in the year ended June 30, 2025. Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

~~● reviewing and establishing our overall management compensation, philosophy and policy;~~ 35

● Table ~~overseeing~~of ~~and administering our compensation and similar plans;~~Contents

●ITEM 12. SECURITY ~~reviewing~~OWNERSHIP ~~and~~OF ~~approving~~CERTAIN ~~the~~BENEFICIAL ~~retention~~OWNERS orAND ~~termination~~MANAGEMENT ofAND ~~any~~RELATED ~~consulting~~STOCKHOLDER firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable NYSE American rules;MATTERS

●The ~~retaining~~following ~~and~~table ~~approving~~sets ~~the~~forth ~~compensation~~information regarding beneficial ownership of ~~any~~our ~~compensation~~capital ~~advisors;~~stock by:

● ~~reviewing~~each ~~and~~person, ~~approving~~or ~~our~~group ~~policies~~of ~~and~~affiliated ~~procedures~~persons, ~~for~~known ~~the~~by ~~grant~~us to beneficially own more than 5% of ~~equity-based~~our ~~awards~~Common Stock;

● ~~reviewing~~each ~~and recommending to the board~~ of ~~directors~~our ~~the~~named ~~compensation~~executive ~~of our directors~~officers; ~~and~~

● ~~preparing~~each ~~the~~of ~~compensation committee report required by SEC rules, if and when required, to be included in~~ our ~~annual~~directors; ~~proxy statement.~~and

~~None~~● ofall ~~the members~~ of our ~~compensation~~current ~~committee has at any time during the prior three years been one of our officers or employees. None of our~~ executive officers ~~currently~~and ~~serves,~~directors ~~or in the past fiscal year has served, as~~ a ~~member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee~~group.

~~Nominating~~Applicable ~~and~~percentage ~~corporate~~ownership ~~governance~~is ~~committee~~based on 9,896,850 shares of Common Stock outstanding at September 26, 2025.

~~Chaired~~The byinformation ~~Scott~~presented ~~Lloyd~~below ~~Anderson,~~regarding ~~Katherine~~beneficial ownership of our voting securities has been presented in accordance with the rules Dof the Commission and is not necessarily indicative of ownership for any other purpose. ~~Crothall~~Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) Phdays through the conversion or exercise of any convertible security, warrant, option, or other right.D ~~and~~More ~~John~~than Cone (1) person may be deemed to be a beneficial owner of the same securities. ~~Stiska~~The percentage ~~and~~of ~~also~~beneficial ~~serve~~ownership onby any person as of a particular date is calculated by dividing the ~~nominating~~number ~~and~~of ~~governance~~shares ~~committee.~~beneficially ~~Our~~owned ~~board~~by such person, which includes the number of ~~directors~~shares as to which such person has ~~determined~~the ~~that~~right ~~each~~to ~~member~~acquire ofvoting or investment power within sixty (60) days, by the ~~nominating~~sum ~~and~~of ~~corporate~~the ~~governance~~number ~~committee~~of isshares ~~“independent”~~outstanding as ~~defined~~of insuch date. Consequently, the ~~applicable~~denominator ~~NYSE~~used ~~American~~for ~~rules~~calculating such percentage may be different for each beneficial owner. ~~The~~Except ~~nominating~~as otherwise indicated below and ~~corporate~~under ~~governance~~applicable ~~committee’s~~community ~~responsibilities~~property ~~include:~~laws, we believe that the beneficial owners of our Common Stock listed below have sole voting and investment power with respect to the shares shown.

●Unless ~~developing~~otherwise ~~and~~noted ~~recommending~~below, to the ~~board~~address of ~~directors’~~each ~~criteria~~person ~~for~~listed ~~board~~on ~~and~~the ~~committee~~table ~~membership;~~is c/o Moving iMage Technologies, Inc., 17760 Newhope Street, Fountain Valley, CA 92708.

● establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

	Shares Beneficially Own
Name of Beneficial Owner	Shares			%
Named Executive Officers and Directors
Phil Rafnson		2,074,828	(1)		20.9	%
Bevan Wright		635,185			6.4
Jose Delgado		461,917			4.7
Francois Godfrey		91,667	(2)		*
William Greene		81,250	(2)		*
Katherine D. Crothall, Ph.D.		85,725	(3)		*
John C. Stiska		61,669	(3)		*
Scott Anderson		80,441	(3)		*
All executive officers, directors as a group (8 persons)		3,572,682			36.0	%

* Indicates ownership of less than 1%

●(1) ~~reviewing~~Shares ~~the~~held ~~composition~~by ofSound ~~the~~Management ~~board~~Investors, ofLLC, ~~directors~~an toentity ~~ensure~~wholly ~~that~~owned ~~it is composed of members containing the appropriate skills~~ and ~~expertise~~controlled toby ~~advise~~Mr. ~~us;~~Rafnson.

●(2) ~~identifying~~Includes ~~individuals~~the ~~qualified~~following: to50,000 ~~become~~shares ~~members~~ of ~~the~~common ~~board~~stock underlying vested stock options and 41,667 shares underlying stock options vesting within 60 days of ~~directors~~June 30, 2025 for Mr. Godfrey; and 52,083 shares of common stock underlying vested stock options and 29,167 shares underlying stock options vesting within 60 days of June 30, 2025 for Mr. Greene.

●(3) ~~recommending~~Includes 50,000 shares of common stock underlying fully vested options for each of Dr. Crothall and Messrs. Stiska and Anderson, and 35,725 shares of common stock held by Dr. Crothall, 11,669 shares of common stock held by Mr. Stiska,and 30,441 shares shares held by Mr. Anderson. On March 25, 2025, the Board cancelled the previously issued May 23, 2023 150,000 share options at $1.10 per share to outside directors consisting of 50,000 each to Directors Katherine Crothall, Scott Anderson and John Stiska. The Board reissued the ~~board~~150,000 options at $0.65 per share. On May 26, 2023, the Board granted either (i) 10,000 shares of ~~directors~~the Company's stock, or (ii) options for 10,000 shares at $1.10 per share to each outside director Katherine Crothall, Scott Anderson and John Stiska. On March 25, 2025, the ~~persons~~Board re-priced the $1.10 shares or options to be$0.65 ~~nominated~~per ~~for~~share ~~election~~which asresulted ~~directors~~in an incremental stock-based compensation charge of $11,000 in the year ended June 30, 2025. Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we have not made awards to ~~each~~any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a period report on Form 10-Q or Form 10-K or the ~~board’s~~filing ~~committees;~~or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

~~● reviewing and recommending to the board of directors’ appropriate corporate governance guidelines; and~~ 36

● Table ~~overseeing the evaluation~~ of ~~our board of directors.~~Contents

~~Code~~Securities ofAuthorized ~~business~~for ~~conduct~~Issuance ~~and~~Under ~~ethics~~Equity Compensation Plans

WeThe ~~have~~following ~~adopted~~table asummarizes ~~written~~our ~~code~~equity compensation plan information as of ~~business~~June ~~conduct~~30, ~~and~~2025. ~~ethics~~We ~~that~~have ~~applies~~adopted toa ~~our~~2019 ~~directors,~~Omnibus ~~officers,~~Incentive ~~and~~Stock ~~employees,~~Plan ~~including~~(the ~~our~~“2019 ~~principal~~Plan”) ~~executive~~and ~~officer,~~on ~~principal~~February ~~financial~~24, ~~officer~~2022, ~~principal~~at ~~accounting~~the ~~officer~~annual meeting, orthe ~~controller,~~stockholders orof ~~persons~~the ~~performing~~Company ~~similar~~approved ~~functions.~~an Aamendment ~~current~~increasing ~~copy~~the number of ~~this~~stock-based ~~code~~awards isavailable ~~posted~~for onissuance under the ~~Corporate~~2019 ~~Governance~~Plan ~~section~~from ~~of our website~~750,000 ~~which~~shares isto ~~located~~1,500,000 ~~at www~~shares.~~movingimagetech.com.~~ ~~The~~Further information onabout ~~our~~the ~~website~~2019 isPlan, ~~deemed~~refer ~~not~~ to beItem ~~incorporated~~11. in“Executive ~~this~~Compensation ~~Report~~- or2019 toOmnibus beIncentive aStock ~~part of this~~ Plan.”

(c)

Number of

securities

remaining

(a)

(b)

available

Number of

Weighted-

for future

securities

average

issuance

to be issued

exercise

under equity

upon

price per

compensation

exercise of

share of

plans

outstanding

(excluding

options,

securities

warrants

reflected in

Plan Category

and rights

column (a))

Equity compensation plans approved by stockholders

450,000

0.65

1,220,000

Equity compensation plans not approved by stockholders

—

Total

450,000

0.65

1,220,000

~~Table of Contents~~Dividends

~~Report.~~We Ifhave wenever ~~make~~declared ~~any~~or ~~substantive~~paid ~~amendments~~cash dividends on our capital stock. We currently intend to, orretain ~~grant~~all ~~any~~of ~~waivers~~our ~~from~~future earnings, if any, to finance the ~~code~~growth and development of our business. ~~conduct~~In ~~and~~addition, ~~ethics~~the ~~for~~terms of any ~~officer~~future ordebt ~~director,~~agreements wemay ~~will~~preclude ~~disclose~~us ~~the~~from ~~nature~~paying ofdividends. ~~such~~As ~~amendment~~a orresult, ~~waiver~~capital onappreciation, if any, of our ~~website~~shares orof incommon astock ~~current~~will ~~report~~be onyour ~~Form 8-K~~sole source of gain for the foreseeable future.

~~Delinquent Section 16(a) Reports~~ 37

~~Section~~ Table ~~16(a)~~ of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than ten percent of our Common Stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us. Based solely on the reports received by us and on the representations of the reporting persons, we believe that our directors and executive officers complied with all applicable filing requirements during the fiscal year ended June 30, 2024, except that William Greene did not timely file a Form 4 reporting for one stock option award and each of John C. Stiska, Katherine D. Crothall, Ph.D. and Scott Lloyd Anderson did not timely file a Form 4 for one option award and one stock award, and Jose Delgado did not timely file a Form 4 for a private transaction with the Company.Contents

~~Further,~~ITEM 13. CERTAIN ~~based~~RELATIONSHIPS ~~solely~~AND onRELATED ~~the reports received by us and on the representations of the reporting persons~~TRANSACTIONS, weAND ~~believe~~DIRECTOR ~~each greater than ten percent holder complied with all applicable filing requirements during the fiscal year ended June 30, 2024.~~INDEPENDENCE

~~ITEM~~We ~~11.EXECUTIVE~~have ~~COMPENSATION~~agreed to indemnify, defend and hold harmless the members of Moving iMage Technologies LLC from any taxes which may at any time be asserted with respect to the Share Exchange.

Director and Officer Indemnification and Insurance

~~Compensation~~We have entered into indemnification agreements with each of ~~Named~~our ~~Executive~~directors ~~Officers~~and executive officers. These agreements, among other things, require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

~~The~~Our ~~summary~~amended ~~compensation~~and ~~table~~restated ~~below~~certificate ~~shows~~of ~~certain~~incorporation ~~compensation~~and ~~information~~our ~~for~~amended ~~services~~and ~~rendered~~restated inbylaws ~~all~~provide ~~capacities~~that ~~for~~we ~~the~~will ~~fiscal years~~indemnify ~~ended~~each ~~June~~of ~~30,~~our ~~2024~~directors and ~~2023.~~officers ~~Other~~to ~~than~~the asfullest ~~set~~extent ~~forth~~permitted ~~herein,~~by noDelaware ~~executive~~law. ~~officer’s~~We ~~salary~~also ~~and~~have ~~bonus~~purchased ~~exceeded~~a ~~$100,000~~policy ~~in any~~ of ~~the~~directors’ ~~applicable years.~~and ~~The~~officers’ ~~following~~liability ~~information~~insurance ~~includes~~that ~~the~~will ~~dollar~~insure ~~value~~our ofdirectors ~~base~~and ~~salaries,~~officers ~~bonus~~against ~~awards,~~ the ~~number~~cost of ~~stock~~defense, ~~options~~settlement ~~granted~~or ~~and~~payment ~~certain~~of ~~other~~a ~~compensation,~~judgment ifunder ~~any,~~certain ~~whether paid or deferred~~circumstances.



						All Other
	Fiscal					Compensation
Name and Principal Position	Year	Salary ($)		Bonus ($)		($)		Total ($)

Philip Rafnson	2024	$	218,667	$	28,000	$	—	$	246,667
President and Chief Executive Officer	2023	$	176,000	$	—	$	50,000	$	226,000

Jose Delgado(1)	2024	$	233,730	$	28,000	$	33,000	$	294,730
Executive Vice President, Sales and Marketing	2023	$	233,730	$	23,373	$	—	$	257,103

Bevan Wright	2024	$	233,730	$	28,000	$	—	$	261,730
Executive Vice President, Operations	2023	$	233,730	$	23,373	$	—	$	257,103

Policies and Procedures Regarding Related Party Transactions

~~(1)~~Our Onboard ~~February~~of ~~28,~~directors ~~2024,~~has adopted a written related person transaction policy setting forth the ~~Company~~policies and ~~Joe~~procedures ~~Delgado,~~for ~~Executive~~the ~~Vice~~review ~~President~~and ofapproval ~~Sales~~or ~~(“Joe~~ratification ~~Delgado”)~~of ~~agreed~~related-person totransactions. ~~sell~~This 49policy covers,~~586~~ ~~shares~~with ofcertain ~~common~~exceptions ~~stock~~set atforth ain ~~price~~Item 404 of ~~$0.667~~Regulation S-K ~~per~~under ~~share~~the ~~(based~~Securities onAct, ~~the~~any ~~closing~~transaction, ~~stock~~arrangement ~~price~~or asrelationship, or any series of ~~February~~similar 27transactions, ~~2024)~~arrangements ~~for~~or relationships in which we were or are to be a ~~total~~participant, ofwhere the amount involved exceeds $33120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which ~~amount~~the ~~represents~~related ~~satisfaction~~person has a material interest, indebtedness, guarantees of Mrindebtedness and employment by us of a related person. ~~Delgado’s~~In ~~$25~~reviewing and approving any such transactions,~~000~~ ~~outstanding~~our ~~obligation~~audit committee will be tasked to ~~the~~consider ~~Company~~all ~~plus~~relevant anfacts ~~estimated~~and $8circumstances,~~000~~ including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in ~~federal~~an arm’s length transaction and ~~California~~the ~~state~~extent ~~income~~of ~~taxes~~the ~~incurred~~related inperson’s ~~connection~~interest ~~with~~in the ~~sale~~transaction. ~~Following~~All of the ~~purchase,~~transactions ~~the~~described ~~shares~~in ~~were~~this ~~cancelled~~section byoccurred prior to the ~~Company~~adoption of any related party transactions policy.

~~Employment~~A ~~Agreements~~“related party” means:

We● ~~currently~~any doperson ~~not~~who ~~maintain any employment~~is, ~~severance~~ or ~~change~~at inany ~~control~~time ~~agreements~~during ~~with~~the ~~our~~applicable ~~named~~period ~~executive~~was, ~~officers.~~one Inof ~~addition,~~ our ~~named~~ executive officers ~~are not entitled to any payments~~ or ~~other~~one ~~benefits in connection with the termination~~ of ~~employment~~our ~~or a change in control.~~directors;

40● any person who is known by us to be the beneficial owner of more than 5% of our Common Stock;

~~Table~~● any immediate family member of ~~Contents~~any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Common Stock; or

● any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

~~Outstanding~~Transactions ~~Equity~~with ~~Awards~~Related ~~at Fiscal Year-End~~Parties

~~There~~Except ~~were~~as nodescribed ~~equity~~below, ~~awards~~which ~~grants~~transaction ~~for~~does ~~any~~not ~~named~~constitute ~~executive~~as ~~officer~~a ~~during~~Related Person transaction as defined under the ~~year~~Securities ~~ended~~Act, ~~June~~none 30of the Related Person has had any material interest, ~~2024.~~direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

On February 28, 2024, the Company and Jose Delgado, Executive Vice President of Sales agreed to sell 49,586 shares of our common stock at a price of $0.667 per share (based on the closing stock price as of February 27, 2024) for a total of $33,073, which amount represents satisfaction of Mr. Delgado’s $25,037 outstanding obligation to the Company plus an estimated $8,037 in federal and California state income taxes incurred in connection with the sale.

~~In the year ended June 30, 2023, the Board granted CFO William Greene 100,000 options with an exercise price of $1.10 with 25% vesting immediately and the remainder vesting at 25% per year thereafter.~~ 38

Table of Contents

~~Clawback~~Director ~~Policy~~Independence

We are listed on the NYSE American and accordingly, we have applied the listing standards of the NYSE American in determining the “independence” of the members of our Board of Directors. Based on the listing standards of the NYSE American and after reviewing the relationships with members of our Board, our Board of Directors has determined that Katherine D. Crothall, Ph.D., John C. Stiska, and Scott Lloyd Anderson qualify as independent directors. The nominating and governance committee reviews with the Board at least annually the qualifications of new and existing Board members, considering the level of independence of individual members, together with such other factors as the Board may deem appropriate, including overall skills and experience. The nominating and governance committee also evaluates the composition of the Board as a whole and each of its committees to ensure the Company’s on-going compliance with the independence standards of the NYSE American.

~~Effective November 30, 2023, our board of directors adopted a clawback policy that may be applied in the event of a material financial restatement~~ITEM 14. PRINCIPAL ~~The~~ACCOUNTING ~~clawback~~FEES ~~policy~~AND covers current and former executive officers and includes all incentive compensation. Specifically, in the event of an accounting restatement, we must recover, reasonably promptly, any excess incentive compensation during the three completed fiscal years immediately preceding the date on which we are required to prepare an accounting restatement. Compensation that may be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting is or was based wholly or in part on the attainment of a financial reporting measure. The amount to be recovered will be the excess of the incentive compensation paid based on the erroneous data over the incentive compensation that would have been paid had it been based on the restated results. The full text of our Clawback Policy is included as Exhibit 97.1 to this annual report. SERVICES

The following table provides information regarding the fees billed to us by our independent registered public accounting firm, Haskell & White LLP, for the fiscal years ended June 30, 2025 and 2024.

Pre-Approval Policies and Procedures

~~2019~~The ~~Omnibus~~Audit ~~Incentive~~Committee ~~Stock~~is ~~Plan~~directly responsible for approving all audit engagement fees and terms, and for oversight of the work of the company's registered public accounting firm engaged (including resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. The Committee pre-approves all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the company by its independent auditor, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act of 1934, as amended (the “Exchange Act”), which are approved by the Committee prior to the completion of the audit.

WeAll ~~have~~fees ~~adopted~~described abelow ~~2019~~were ~~Omnibus Incentive Stock Plan (the “Plan”). On February 14, 2022, our stockholders~~ approved anby ~~amendment increasing~~ the ~~number~~Audit of stock-based awards available for issuance under the Company’s Plan from 750,000 shares to 1,500,000 shares. At June 30, 2024, an aggregate of 1,150,000 shares of our Common Stock is reserved for issuance and available for awards under the Plan, including incentive stock options granted under the Plan. The Plan administrator may grant awards to any employee, director, consultant or other person providing services to us or our affiliates.Committee:

The Plan is administered by the Compensation Committee of the Board. The Plan administrator has the authority to determine, within the limits of the express provisions of the Plan, the individuals to whom awards will be granted, the nature, amount and terms of such awards and the objectives and conditions for earning such awards. The Board may at any time amend or terminate the Plan, provided that no such action may be taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent of the recipient. No awards may be made under the Plan after the tenth anniversary of its effective date.

	For the fiscal years ended June 30
	2025		2024
Audit Fees – H&W (1)	$	221,615	$	210,105
Audit Related Fees		—		—
Tax Fees		13,100		10,200
All Other Fees		—		—
Total Fees:	$	234,715	$	220,305

~~Awards~~(1) ~~under~~Audit ~~the~~fees ~~Plan may~~ include ~~incentive~~fees ~~stock~~associated ~~options,~~with ~~nonqualified~~the ~~stock~~annual ~~options,~~audits ~~stock~~of ~~appreciation~~our ~~rights~~financial ~~(“SARs”)~~statements, ~~restricted~~quarterly ~~shares~~reviews of ~~common~~our ~~stock~~financial statements, ~~restricted~~and ~~stock~~services ~~Units,~~that ~~performance~~are ~~share~~normally orprovided ~~Unit~~by ~~awards,~~the ~~other~~independent ~~stock-based~~registered ~~awards~~public accounting firm in connection with statutory and ~~cash-based~~regulatory ~~incentive~~filings ~~awards~~or engagements.

Stock Options. The Plan administrator may grant to a participant options to purchase our Common Stock that qualify as incentive stock options for purposes of Section 422 of the Internal Revenue Code (“incentive stock options”), options that do not qualify as incentive stock options (“non-qualified stock options”) or a combination thereof. The terms and conditions of stock option grants, including the quantity, price, vesting periods, and other conditions on exercise will be determined by the Plan administrator. The exercise price for stock options will be determined by the Plan administrator in its discretion, but non-qualified stock options and incentive stock options may not be less than 100% of the fair market value of one share of our company’s Common Stock on the date when the stock option is granted. Additionally, in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise price may not be less than 110% of the fair market value of one share of Common Stock on the date the stock option is granted. Stock options must be exercised within a period fixed by the Plan administrator that may not exceed ten years from the date of grant, except that in the case of incentive stock options granted to a holder of more than 10% of the total combined voting power of all classes of our stock on the date of grant, the exercise period may not exceed five years. At the Plan administrator’s discretion, payment for shares of Common Stock on the exercise of stock options may be made in cash, shares of our Common Stock held by the participant or in any other form of consideration acceptable to the Plan administrator (including one or more forms of “cashless” or “net” exercise). 39

41 Table of Contents

~~Table of Contents~~PART IV

~~Stock Appreciation Rights. The Plan administrator may grant to a participant an award of SARs, which entitles the participant to receive, upon its exercise, a payment equal to (i)~~ITEM the excess of the fair market value of a share of Common Stock on the exercise date over the SAR exercise price, times (ii) the number of shares of common stock with respect to which the SAR is exercised15. ~~The exercise price for a SAR will be determined by the Plan administrator in its discretion; provided~~ EXHIBITS, ~~however,~~FINANCIAL ~~that~~STATEMENT ~~in no event shall the exercise price be less than the fair market value of our common stock on the date of grant.~~SCHEDULES

~~Restricted Shares and Restricted Units. The Plan administrator may award to a participant shares of Common Stock subject to specified restrictions~~ (~~“restricted shares”). Restricted shares are subject to forfeiture if the participant does not meet certain conditions such as continued employment over~~ a specified forfeiture period and/or the attainment of specified performance targets over the forfeiture period. The Plan administrator also may award to a participant Units representing the right to receive shares of Common Stock in the future subject to the achievement of one or more goals relating to the completion of service by the participant and/or the achievement of performance or other objectives )(~~“restricted Units”~~1). Financial ~~The terms and conditions of restricted share and restricted Unit awards are determined by the Plan administrator.~~Statements

~~Performance Awards.~~ The ~~Plan~~financial ~~administrator~~statements ~~may~~have ~~grant~~been ~~performance~~included ~~awards~~in toItem 8 ~~participants~~above ~~under such terms~~ and ~~conditions~~are asset ~~the~~forth ~~Plan~~following ~~administrator~~Item ~~deems~~16 ~~appropriate. A performance award entitles a participant to receive a payment from us, the amount~~ of ~~which~~this ~~is based upon the attainment of predetermined performance targets over a specified award period~~Report. ~~Performance awards may be paid in cash, shares of Common Stock or a combination thereof, as determined by the Plan administrator.~~

~~Other~~(a)(2) ~~Stock-Based~~Financial ~~Awards. The~~Statement Plan administrator may grant equity-based or equity-related awards, referred to as “other stock-based awards,” other than options, SARs, restricted shares, restricted Units, or performance awards. The terms and conditions of each other stock-based award will be determined by the Plan administrator. Payment under any other stock-based awards will be made in Common Stock or cash, as determined by the Plan administrator.Schedules

~~Cash-Based~~Schedules ~~Awards. The~~have ~~Plan~~been ~~administrator~~omitted ~~may~~because ~~grant~~they ~~cash-based~~are ~~incentive~~not ~~compensation awards~~applicable, ~~which~~not ~~would~~material ~~include~~or ~~performance-based~~because ~~annual~~the ~~cash~~information ~~incentive~~is ~~compensation~~included toin ~~be paid to covered employees subject to Section 162(m) of~~ the ~~Code.~~consolidated ~~The~~financial ~~terms~~statements ~~and~~or ~~conditions of each cash-based award will be determined by~~ the ~~Plan~~notes ~~administrator~~thereto.

~~Compensation~~(a)(3) ~~of Directors~~Exhibits

~~Our~~The ~~board~~exhibits ofare ~~directors~~incorporated ~~believes~~by ~~that~~reference afrom ~~significant portion of~~ the ~~total~~Exhibit Index ~~compensation~~attached ~~package for our non-employee directors should be equity-based to align the interests of these directors with our stockholders~~hereto. ~~Directors who are also our employees do not receive any additional compensation for their service on our board of directors.~~

~~The following table sets forth all compensation paid to or earned by each non-employee director of the Company during the fiscal year ended June 30, 2024~~ITEM 16. FORM 10‑K SUMMARY


	Fees
	Earned
	or Paid		Option		Stock
	in Cash		Awards		Awards		Total
Name	($)		($)(1)(2)		($)(3)		($)
Katherine D. Crothall, Ph.D.	$	9,000	$	—	$	—	$	9,000
John C. Stiska	$	31,120	$	—	$	—	$	31,120
Scott Anderson	$	9,000	$	—	$	—	$	9,000

None.

(1) The amounts disclosed above reflect the full grant date fair values in accordance with FASB ASC Topic 718. See “Note 1 - Business Activity And Summary Of Significant Accounting Policies” to our consolidated financial statements for the year ended June 30, 2024. 40

~~(2) On~~ Table ~~May 26, 2023, the Board~~ of Directors cancelled 150,000 options consisting of 50,000 options each to John Stiska, Katherine Crothall and Scott Anderson with an exercise price of $3.00. In its place, the Board granted 150,000 options consisting of 50,000 options each with an exercise price of $1.10 vesting immediately to John Stiska, Katherine Crothall and Scott Anderson.Contents

42MOVING IMAGE TECHNOLOGIES, INC.

~~Table~~FINANCIAL ~~of Contents~~STATEMENTS

~~(3) On~~June ~~May 26, 2023, the Board of Directors granted~~ 30,~~000~~ ~~shares~~2025 ~~consisting of 10,000 shares each to John Stiska, Katherine Crothall~~ and ~~Scott Anderson at a price of $1.10. The Company recorded $33,000 in stock compensation expense.~~2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 200)	42
CONSOLIDATED BALANCE SHEETS AT JUNE 30, 2025 AND 2024	43
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2025 AND 2024	44
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED JUNE 30, 2025 AND 2024	45
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2025 AND 2024	46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	47

~~ITEM~~ Table ~~12.SECURITY~~of ~~OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Contents

~~The~~REPORT ~~following~~OF ~~table~~INDEPENDENT ~~sets~~REGISTERED ~~forth~~PUBLIC ~~information~~ACCOUNTING ~~regarding beneficial ownership of our capital stock by:~~FIRM

●To ~~each~~the ~~person,~~Stockholders orand ~~group~~Board of ~~affiliated persons, known by us to beneficially own more than 5% of our Common Stock;~~Directors

●Moving ~~each~~iMage ofTechnologies, ~~our named executive officers;~~Inc.

●Opinion ~~each~~on ofthe ~~our~~Financial ~~directors; and~~Statements

●We ~~all~~have audited the accompanying consolidated balance sheets of Moving iMage Technologies, Inc. (the “Company”) as of June 30, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows each of the years then ended, and the related notes (collectively, the “consolidated financial statements”). In our ~~current~~opinion, ~~executive~~the ~~officers~~consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2025 and ~~directors~~2024, aand ~~group~~the consolidated results of its operations and its cash flows for each of the years then ended, in conformity with U.S. generally accepted accounting principles.

~~Applicable~~Basis ~~percentage~~for ~~ownership is based on 9,896,850 shares of Common Stock outstanding at September 26, 2024.~~Opinion

~~The~~These ~~information~~consolidated ~~presented~~financial ~~below~~statements ~~regarding~~are ~~beneficial~~the ~~ownership~~responsibility of ~~our voting securities has been presented in accordance with~~ the ~~rules of~~Company’s ~~the Commission and is not necessarily indicative of ownership for any other purpose~~management. ~~Under~~Our ~~these~~responsibility ~~rules, a person~~ is ~~deemed~~ to beexpress aan ~~“beneficial~~opinion ~~owner”~~on ~~of a security if that person has or shares~~ the ~~power~~Company’s toconsolidated ~~vote~~financial orstatements ~~direct~~based ~~the~~on ~~voting~~our ~~of the security or the power to dispose or direct the disposition of the security~~audits. AWe ~~person~~are isa ~~deemed~~public toaccounting ~~own~~firm ~~beneficially~~registered ~~any~~with ~~security as to which such person has~~ the ~~right~~Public toCompany ~~acquire~~Accounting ~~sole~~Oversight orBoard ~~shared voting or investment power within sixty~~ (60United States) ~~days~~ ~~through the conversion or exercise of any convertible security, warrant, option, or other right. More than one~~ (1“PCAOB”) ~~person~~ ~~may~~and beare ~~deemed~~required to be aindependent ~~beneficial~~with ~~owner~~respect of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to ~~which such person has~~ the ~~right~~Company toin ~~acquire~~accordance ~~voting~~with ~~or investment power within sixty (60) days, by~~ the ~~sum of the number of shares outstanding as of such date~~U. ~~Consequently, the denominator used for calculating such percentage may be different for each beneficial owner~~S. ~~Except~~federal assecurities ~~otherwise~~laws ~~indicated below~~ and ~~under~~the applicable ~~community~~rules ~~property~~and ~~laws,~~regulations weof ~~believe that~~ the ~~beneficial~~Securities ~~owners~~and ofExchange ~~our~~Commission ~~Common Stock listed below have sole voting~~ and ~~investment power with respect to~~ the ~~shares shown~~PCAOB.

~~Unless~~We ~~otherwise~~conducted ~~noted~~our ~~below,~~audits in accordance with the ~~address~~standards of ~~each~~the ~~person~~PCAOB. ~~listed~~Those onstandards require that we plan and perform the ~~table~~audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is ~~c/o Moving~~not ~~iMage~~required ~~Technologies~~to have, nor were we ~~Inc.~~engaged to perform, ~~17760~~an ~~Newhope~~audit ~~Street~~of its internal control over financial reporting. As part of our audits, ~~Fountain~~we ~~Valley~~are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, CAwe ~~92708~~express no such opinion.


	Shares Beneficially Owned
Name of Beneficial Owner	Shares		%
Named Executive Officers and Directors
Phil Rafnson	2,074,828	(1)	21.0	%
Bevan Wright	635,185		6.4
Jose Delgado	461,917		4.7
William Greene	100,000	(2)	1.0
Katherine D. Crothall, Ph.D.	74,516	(3)	*
John C. Stiska	53,065	(2)	*
Scott Anderson	58,024	(2)	*
All executive officers, directors as a group (7 persons)	3,457,535		34.9	%

* Indicates ownership of less than 1%

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

(1) Represents shares held by Sound Management Investors, LLC, an entity wholly owned and controlled by Mr. Rafnson.

	/s/ Haskell & White LLP
	HASKELL & WHITE LLP

We have served as the Company’s auditor since 2022.

Irvine, California September 26, 2025

~~(2)~~ 42 ~~Represents shares underlying stock options.~~

43 Table of Contents

~~Table~~MOVING ofIMAGE ~~Contents~~TECHNOLOGIES, INC.

~~(3)~~CONSOLIDATED ~~Includes~~BALANCE ~~option to purchase 50,000 shares of common stock.~~SHEETS

(4)in ~~The table amounts exclude shares of stock of 900, 600 and 1,800 shares for Katherine D. Crothall, John C. Stiska and Scott Anderson, respectively, that have been granted but not yet issued.~~thousands)

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

	*June 30,*
	*2025*			*2024*

Assets
*Current Assets:*
Cash	$	5,715		$	5,278
Accounts receivable, net		1,464			1,048
Inventories, net		2,066			3,117
Prepaid expenses and other		162			470
*Total Current Assets*		9,407			9,913
*Long-Term Assets:*
Right-of-use asset		1,087			144
Property and equipment, net		15			28
Intangibles, net		364			422
Other assets		15			16
*Total Long-Term Assets*		1,481			610
Total Assets	$	10,888		$	10,523

Liabilities And Stockholders’ Equity
*Current Liabilities:*
Accounts payable	$	3,009		$	2,261
Accrued expenses		362			320
Customer refunds		379			399
Customer deposits		1,101			1,651
Lease liability–current		227			151
Unearned warranty revenue		35			31
*Total Current Liabilities*		5,113			4,813

*Long-Term Liabilities:*
Lease liability–non-current		918			—
*Total Long-Term Liabilities*		918			—
Total Liabilities		6,031			4,813
*Stockholders’ Equity*
Common stock, $0.00001 par value, 100,000,000 shares authorized, 9,939,080 and 9,896,850 shares issued and outstanding at June 30, 2025 and June 30, 2024, respectively		—			—
Additional paid-in capital		12,061			11,965
Accumulated deficit		(7,204	)		(6,255	)
*Total Stockholders’ Equity*		4,857			5,710
Total Liabilities and Stockholders’ Equity	$	10,888		$	10,523

WeThe ~~have~~accompanying ~~agreed~~notes are toan ~~indemnify,~~integral ~~defend~~part ~~and hold harmless the members~~ of ~~Moving~~these ~~iMage~~consolidated ~~Technologies~~financial ~~LLC from any taxes which may at any time be asserted with respect to the Share Exchange~~statements.

~~Director and Officer Indemnification and Insurance~~ 43

We Table ~~have entered into indemnification agreements with each~~ of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director (and in certain cases their related venture capital funds) and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.Contents

~~Our~~MOVING ~~amended~~IMAGE and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify each of our directors and officers to the fullest extent permitted by the DGCL. We also have purchased a policy of directors’ and officers’ liability insurance that will insure our directors and officers against the cost of defenseTECHNOLOGIES, ~~settlement or payment of a judgment under certain circumstances~~INC.

~~Policies and Procedures Regarding Related Person Transactions~~CONSOLIDATED

~~Our~~STATEMENTS ~~board~~OF of directors has adopted a written related person transaction policy setting forth the policies and procedures for the review and approval or ratification of related-person transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee will be tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of any related party transactions policy.OPERATIONS

A(in ~~“related~~thousands ~~person”~~except ~~means:~~share and per share amounts)

● any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

	*Year Ended*
	*June 30,*
	*2025*			*2024*

Net sales	$	18,147		$	20,139
Cost of goods sold		13,574			15,456
Gross profit		4,573			4,683

Operating expenses:
Research and development		203			277
Selling and marketing		1,878			2,414
General and administrative		3,578			3,549
Total operating expenses		5,659			6,240
Operating (loss)		(1,086	)		(1,557	)
Other income (expense)
Unrealized gain on marketable securities		—			—
Interest and other income, net		138			185
Total other income		138			185

Net (loss)	$	(948	)	$	(1,372	)

Weighted average shares outstanding: basic and diluted (Note 4)		9,910,244			10,482,857
Net (loss) income per common share basic and diluted	$	(0.10	)		(0.13	)

●The ~~any~~accompanying ~~person~~notes are ~~who~~an isintegral ~~known~~part ~~by us to be the beneficial owner~~ of ~~more~~these ~~than~~consolidated 5%financial ~~of our Common Stock;~~statements

● any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our Common Stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our Common Stock; or 44

● Table ~~any firm, corporation or other entity in which any~~ of ~~the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.~~Contents

MOVING IMAGE TECHNOLOGIES, INC.

44CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

~~Table~~FOR ofTHE ~~Contents~~YEARS ENDED June 30, 2025 and 2024

~~Transactions~~(in ~~with~~thousands ~~Related~~except ~~Person~~share amounts)

	*Common Stock*					*Additional Paid-In*			*Accumulated*
	*Shares*			*Amount*		*Capital*			*Deficit*			*Total*
Balance June 30, 2023		10,685,778					12,462			(4,883	)		7,579

Grant of options to officer		—			—		20			—			20
Issuance of stock to board members		18,938			—		13			—			13
Cashless issuance of stock to officer		—			—		33			—			33
Share buyback and cancellation		(758,280	)		—		(530	)		—			(530	)
Share buyback and cancellation for officer		(49,586	)		—		(33	)		—			(33	)
Net loss		—			—		—			(1,372	)		(1,372	)

Balance as of June 30, 2024		9,896,850		$	—	$	11,965		$	(6,255	)	$	5,710

Grant of options to officer		—			—		59			—			59
Issuance of stock to board members		42,230			—		26			—			26
Repriced option for directors and officer		—			—		11			—			11
Net loss		—			—		—			(948	)		(948	)

Balance as of June 30, 2025		9,939,080		$	—	$	12,061		$	(7,204	)	$	4,857

~~Except~~The asaccompanying ~~described~~notes are ~~below,~~an ~~which~~integral ~~transaction~~part ~~does not constitute as a Related Person transaction as defined under the Securities Act, none~~ of ~~the~~these ~~Related~~consolidated ~~Person~~financial ~~has had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:~~statements.

On Table ~~February 28, 2024, the Company and Jose Delgado, Executive Vice President~~ of Sales agreed to sell 49,586 shares of our common stock at a price of $0.667 per share (based on the closing stock price as of February 27, 2024) for a total of $33,073.35, which amount represents satisfaction of Mr. Delgado’s $25,036.52 outstanding obligation to the Company plus an estimated $8,036.83 in federal and California state income taxes incurred in connection with the sale.Contents

MOVING IMAGE TECHNOLOGIES, INC.

~~Director Independence~~CONSOLIDATED

STATEMENTS OF CASH FLOWS

~~We are listed on the NYSE American and accordingly, we have applied the listing standards of the NYSE American~~ (in determining the “independence” of the members of our Board of Directors. Based on the listing standards of the NYSE American and after reviewing the relationships with members of our Board, our Board of Directors has determined that Katherine D. Crothall, Ph.D., John C. Stiska, and Scott Lloyd Anderson qualify as independent directors. The nominating and governance committee reviews with the Board at least annually the qualifications of new and existing Board members, considering the level of independence of individual members, together with such other factors as the Board may deem appropriate, including overall skills and experience. The nominating and governance committee also evaluates the composition of the Board as a whole and each of its committees to ensure the Company’s on-going compliance with the independence standards of the NYSE American.thousands)

	*Year Ended*
	*June 30,*
	*2025*			*2024*
*Cash flows from operating activities:*

Net loss	$	(948	)	$	(1,372	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Provision for credit losses		(142	)		251
Inventory reserve		307			522
Depreciation expense		13			12
Amortization expense		58			58
Right-of-use amortization		252			271
Stock compensation expense		96			66
Changes in operating assets and liabilities
Accounts receivable		(274	)		(394	)
Inventories		744			780
Prepaid expenses and other		309			(19	)
Accounts payable		748			754
Accrued expenses and customer refunds		20			68
Unearned warranty revenue		4			5
Customer deposits		(550	)		(1,518	)
Lease liabilities		(200	)		(280	)
Net cash provided by (used in) operating activities		437			(796	)
*Cash flows from investing activities*
Purchases of property and equipment		—			(12	)
Net cash (used in) investing activities		—			(12	)

*Cash flows from financing activities*
Share Buyback		—			(530	)
Net cash (used in) financing activities		—			(530	)

Net increase (decrease) in cash		437			(1,338	)
Cash, beginning of the period		5,278			6,616
Cash, end of the period	$	5,715		$	5,278
Non-cash investing and financing activities:
Sharebuyback and cancellation for officer	$	—			33
Right-of-use assets from new lease	$	207		$	—
Right-of-use assets from lease modification	$	988		$	—

~~ITEM~~The ~~14.PRINCIPAL~~accompanying ~~ACCOUNTING~~notes are ~~FEES~~an ~~AND~~integral ~~SERVICES~~part of these consolidated financial statements.

CohnReznick LLP (“CohnReznick”) served as our independent registered public accounting firm from 2018 until April 12, 2022. CohnReznick’ s last completed review of the Company’s consolidated financial statements was for the quarter ended December 31, 2021. On April 21, 2022, the Company engaged Haskell & White LLP (“H&W”) as our independent registered public accounting firm to review the Company’s consolidated financial statements for the quarter ended March 31, 2022 and to audit the Company’s financial statements for the year ended June 30, 2024. H&W’s address is 300 Spectrum Center Drive, Suite 300, Irvine, CA 92618 and its PCAOB firm ID number is 200. 46

~~The~~ Table ~~following~~of ~~table provides information regarding the fees billed to us by CohnReznick and H&W in the fiscal years ended June 30, 2024 and 2023. All fees described below were approved by the Audit Committee:~~Contents


	For the fiscal years ended June 30
	2024		2023
Audit Fees - CohnReznick (1)	$	—	$	39,375
Audit Fees – H&W (1)		210,105		200,645
Audit Related Fees		—		—
Tax Fees		10,200		—
All Other Fees		—		—
Total Fees:	$	220,305	$	240,020

MOVING IMAGE TECHNOLOGIES, INC.

~~(1)~~ NOTES ~~Audit~~TO ~~fees~~CONSOLIDATED ~~include~~FINANCIAL fees associated with the annual audits of our financial statements, quarterly reviews of our financial statements, and services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.STATEMENTS

45NOTE 1 — BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Table~~Organization: Moving iMage Technologies, Inc., a Delaware corporation, together with its wholly owned subsidiaries unless the context indicates otherwise, the (“Company”) was incorporated in June 2020. The Company, through its wholly owned subsidiary, Moving iMage Technologies, LLC (“MiT LLC”) and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (DBA “Caddy Products”), designs, integrates, installs and distributes proprietary and custom designed equipment as well as off the shelf cinema products needed for contemporary cinema requirements. The Company also offers single source solutions for cinema design, procurement, installation and service to the creative and production communities for screening, digital intermediate and other critical viewing rooms. Additionally, the Company offers a wide range of ~~Contents~~technical, design and consulting services such as custom engineering, systems design, integration and installation, and digital technology, as well as software solutions for operations enhancement and theatre management. The Company also provides turnkey furniture, fixture and equipment services to commercial cinema exhibitors for new construction and remodels including design, consulting, installation and project management as well as procurement of seats, lighting, acoustical treatments, screens, projection and sound.

~~PART IV~~Moving iMage Acquisition Co. (DBA “Caddy Products”) designs, develops and manufactures innovative products for the entertainment, cinema, grocery, worship, restaurant, sports and restroom industries.

~~ITEM~~Impact 15of the COVID-19 Pandemic: The COVID-19 pandemic has had an unprecedented impact on the world and the movie exhibition industry.~~EXHIBITS~~ The social and economic effects have been widespread. At various points during the pandemic, ~~FINANCIAL~~authorities ~~STATEMENT~~around ~~SCHEDULES~~the world-imposed measures intended to control the spread of COVID-19, including stay-at-home orders and restrictions on large public gatherings, which caused movie theaters in countries around the world to temporarily close. The repercussions of the COVID-19 global pandemic resulted in a significant impact on our customers, specifically those in the entertainment and cinema industries. As a result, the Company implemented various cash preservation strategies, including, but not limited to, temporary personnel and salary reductions, halting non-essential operating and capital expenditures, and negotiating modified timing and/or abatement of contractual payments with landlords and other major suppliers.

(Through 2020 and 2022 the theaters reopened as soon as local restrictions, and the status of the COVID-19 pandemic would allow. As of June 30, 2025, a~~)(1)~~ large majority of domestic and international theaters ~~Financial~~were ~~Statements~~open. The industry’s recovery to historical levels of new film content, both in terms of the number of new films and box office performance, is still underway, as the industry also continues to adjust to evolving theatrical release windows, competition from streaming and other delivery platforms, supply chain delays, inflationary pressures, labor shortages, wage rate pressures and other economic factors.

~~The~~Based on the Company’s current estimates of recovery, it believes it has, and will generate, sufficient cash to sustain operations at least 12 months from the issuance of these financial statements. ~~have~~Nonetheless, ~~been~~the ~~included~~COVID-19 inpandemic ~~Item 8~~has ~~above~~had, and ~~are~~continues ~~set~~to ~~forth~~have, ~~following~~adverse ~~Item~~effects 16on the Company’s business, results of ~~this~~operations, ~~Report~~cash flows and financial condition.

Principles of Consolidation: The consolidated financial statements include the accounts of MiT Inc., its wholly owned subsidiary, Moving iMage Technologies, LLC (a“MiT LLC”), and MiT LLC’s wholly owned subsidiary, Moving iMage Acquisition Co., (2DBA Caddy Products). ~~Financial~~All ~~Statement~~significant ~~Schedules~~intercompany transactions and balances have been eliminated in consolidation.

~~Schedules~~Basis ~~have~~of ~~been~~Presentation: The ~~omitted~~Company’s ~~because~~financial ~~they~~statements ~~are~~have ~~not~~been ~~applicable,~~prepared ~~not~~in ~~material~~accordance orwith ~~because~~accounting ~~the~~principles ~~information~~generally isaccepted ~~included~~ in the ~~consolidated~~United ~~financial~~States ~~statements~~of orAmerica ~~the~~(“U.S. ~~notes thereto~~GAAP”).

(Segment Reporting: An operating segment, in part, is a) component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (3the “CODM”) ~~Exhibits~~to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for the purposes of making operating decisions and assessing financial performance. The Company has determined that it has a single operating and reportable segment.

~~The~~Assets ~~exhibits~~and Liabilities Not Measured - In addition to assets and liabilities that are ~~incorporated~~measured byat ~~reference~~fair ~~from~~value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including intangible assets and property and equipment, are measured at fair value when there is an indication of impairment and the ~~Exhibit~~carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized. For the years ended June 30, 2024 ~~Index~~and June ~~attached~~30, ~~hereto~~2024, there were no impairments.

~~ITEM 16.FORM 10-K SUMMARY~~ 47

~~None.~~ Table of Contents

MOVING IMAGE TECHNOLOGIES, INC.

46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~NOTE 1 — ofBUSINESS ~~Contents~~ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~MOVING~~Use ~~IMAGE~~of ~~TECHNOLOGIES~~Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, ~~INC~~bad debts, inventory reserves, warranty reserves, purchase price allocation and asset impairments), disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

~~FINANCIAL~~Concentration ~~STATEMENTS~~of Cash: The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on its cash balances.

Year Ended June 30,

(in 000’s),

Filing Compare · MOVING iMAGE TECHNOLOGIES INC.